Heroes United: Beast Hunters
by Spartan of Chaos
Summary: In this three-way crossover, Jun Fudo battles Ben Tennyson and Rex Salazar, under the impression both are evolved Devil Beasts. However, it's revealed that their respective enemies are working together to get the heroes to battle each other in the hopes of destroying them for good. After learning this, Jun unites with Ben and Rex to combat this deadly alliance.
1. Chapter 1

_**AN: I do not own Ben 10, Generator Rex or Devil Lady. Those all belong to their respective creators and not me. This was one of the more radical ideas that just popped into my head one day. So, to everyone who is reading this, enjoy!**_

* * *

Jun Fudo's eyes snapped open the moment she heard the familiar ring of her cell phone. Immediately her eyes adjusted to the darkness and scanned the room, zeroing in on her coat, which trembled ever so slightly as her phone vibrated.

Tonight Jun was on the bottom bunk, as she usually was. Occasionally she was on the top and Kazumi was on the bottom, but that didn't happen often. Even though they'd never officially decided who would sleep where, it had become an unspoken rule.

Praying that the noise wouldn't wake up Kazumi, Jun got out of bed and crept as quickly as she could towards the ringing phone. Fortunately her ability to see as well as she could in the dark helped, especially when she had to fish for the phone in her coat pockets. By the time the phone rang for the fourth time she had it to her hear and on talk.

"Hello?" Jun whispered hesitantly into the receiver, knowing full well who was probably on the other end. No one else would be calling this late at night.

"The hunt is on," A familiar feminine voice answered back. "Maeda will be waiting out front for you. Hurry up, there's no time to waste." Then the line went dead. Lan Asuka obviously hadn't wanted to wait for Jun to reply.

"Damn it." Jun mumbled as she put the phone back into the pocket she'd pulled it out of, and began to done the coat. True she was still wearing her pajamas, but if it came to a hunt, it likely wouldn't matter. As long as she had the coat, she could manage. It covered her up very well… at least it did before she transformed.

"Jun?" Almost immediately Jun's back stiffened and she turned around to look at Kazumi, who was now sitting up on top of the second bunk. "Is something wrong?"

"No, Kazumi. Everything's alright. Just go back to sleep. I've got to go out for a bit." Jun said, hoping to once again get out of this particular conversation. It had been two day's since the incident at the diner with Lan Asuka; and although Kazumi hadn't yet picked out a second restaurant to 'treat' Jun to yet, it was only a matter of time.

"Is it your 'other job' again?" Kazumi asked, sounding almost afraid. Jun had given her absolutely no more information on what this 'other job' was, and for the most part Kazumi had reframed from asking about it.

Jun bit her lip, thinking quickly. She could lie, but Kazumi would probably see through it very easily. All she'd have to do is call her agent and the falsehood would be exposed. Best to give Kazumi a slanted view of things than let her get curious. "Yes, but don't worry. I'll be back soon. Go back to bed."

"Is it alright if I come along…." Kazumi stopped when she saw Jun's expression go from concerned to completely stricken.

"You most certainly cannot!" Fudo almost shouted, a little more harshly than she intended, but apparently forceful enough to get her point across.

Kazumi nodded her head, almost sheepishly, and sighed. "Sorry; I didn't mean to make you mad. Be careful, okay Jun?"

"You too, Kazumi; now go back to bed." With that Jun left the room, still more than a little flustered at what had just occurred.

"Good evening Mrs. Fudo," Maeda said as the model got into the car and closed the door behind her. The moment the woman seemed settled he started the car, and smoothly pulled away from the apartment building.

"Hello," Jun answered half-heartedly; Kazumi's request still weighing on her mind more than anything else.

"Is something wrong, Mrs. Fudo?" Maeda asked, not taking his eyes off of the road or slowing down in the slightest.

"I've just got a few things on my mind," Jun shook her head to try and clear it then looked back up, "sorry."

"Do you want to talk about it?" She could see the secretary's face in the rear view mirror, and though he continued to watch where they were going he was most certainly giving her a fair amount of attention.

"No, thank you though. It's a personal matter." Jun said, then remembered something, "Where's Asuka?"

"She's waiting for us at the mission site. I'm supposed to brief you on the way there. Apparently we've found another beast. We're not sure just who this beast used to be or much else about it. Not long after our troops encountered it, the best fled underground; into the sewer system. We've managed to pin it into a small area, but the order's been given to wait for you, before we move in."

"I see," Jun whispered. It seemed she was going to have to tangle with another beast in the sewers…just like she had with Aoi… the friend of her's she'd been unable to save.

* * *

"You took your time in getting here," Lan Asuka said with a snort when she saw Jun and Maeda heading towards them. Because of the location, they'd had to park the car further down and head towards Asuka's position on foot. Now there were all three of them standing around an open man-hole cover, with several other men running around, shouting various things that Jun couldn't discern. "What's the report?" The blond asked, turning to one of her subordinates, a man Jun did not know.

"We've got troops stationed at every exit and tunnel leading to and from this part of the underground. It has no escape rout. Should we send the soldiers in, we should be able to trap it."

"Tell everyone to hold their positions, but do not move in." Asuka turned to look at Jun and smirked. "Tell them, Hunter J and I will handle this on our own."

"Yes," The man said with a small bow of his head, and then he moved off, probably to do as Lan Asuka had ordered. The blond had a way of making people do what she wanted to do.

"After you," The woman said, motioning towards the open man-hole with her right hand.

Jun bit back a rude comment that she wanted to make at the moment and did as she was bid. First though, she had to kick off her high heeled shoes, considering the only two ways down were climbing down a rung ladder or jumping.

Once she reached the bottom Jun looked from side to side, casting about for any sign of a beast. Immediately her eyes adjusted to the lack of light, again probably a side effect of being a beast, allowing her to see as if her were broad daylight in the dark confines of the sewer. Asuka, however, wasn't so gifted; for when she came down she had a flashlight in hand and a gun in the other.

"Can you tell where it is," The blond asked the moment she'd managed to make it safely down, after all climbing down a ladder with both hands full wasn't the easiest thing to do.

"I can smell it, but just barely. This place really stinks." Jun said, taking a few whiffs of the air, and turning to her right. "But I can say that it's this way."

"Then let's carry on, shall we?" Asuka said as she moved past Jun, leading the way down the tunnel.

"Asuka!" Jun called as she quickened her pace to follow her superior, despite the fact she was now in her socks and in the middle of one of the filthiest places in the city.

"What do you want? Do you know where it is?" Asuka asked, not bothering to stop or slow her pace.

"No, I still don't know its location yet, and its smell is still faint. That's not what I wanted to ask you about." Jun's voice grew more firm as she spoke, "I wanted to know why you were at the Diner at the same time as Kazumi and me that day."

"Still sore about that are we?" Lan Asuka almost sounded as though she was mocking Jun. "I'd think that was obvious, considering I already answered this question before."

"Stop that!" Jun yelled, not sure what she was talking about. Even though she knew the beast could probably hear her, she didn't care. Right now the anger from the other day blocked out everything else. "And answer me!"

"I do hate having to repeat myself so lets make this quick. I was there to meet your little pet."

"What do you want with Kazumi?" Jun wasn't asking for an answer, she was demanding one. "Did you want to piss me off, was that it!" That was probably the first time in her life she'd ever used the term 'pissed off', but it was apt considering how she'd felt the other day.

"No, I wouldn't waste my time that way. Although it would be entertaining now wouldn't it." Asuka let out a small chuckle before she continued to speak. "No, I had a job to do!"

"Kazumi doesn't have anything to do with us! She doesn't know anything about beasts, or what I do!"

"Is that so?" Asuka said, sounding quite amused. "Well that wouldn't surprise me, considering most beasts who haven't yet transformed don't even know what's really out there… or what they will someday soon become."

"What did you say!" Jun shouted, grabbing Asuka by one shoulder and whirling the woman around to face her. It was by far the most aggressive move she'd ever made towards the blond, and under normal circumstances Jun probably never would have dared. "What the hell did you just say!" Profanity, though so unlike Jun to use, appeared again in her speech.

"My, my we do have a temper don't we. But I think you understand what I mean. In case you care to argue, don't bother. I've already checked into it to be sure, the gene is there, though I don't know why our previous investigations on the girl didn't show it…"

"Shut up! Kazumi's human!" Jun shook Asuka roughly by the shoulders, all but screaming in her face. "Never say something like that again."

Before Lan Asuka could respond there was a high pitched grating sound and a flash of movement. In the next instant Jun found herself on the ground, knocked down by something heavy, with Asuka no longer in her grasp. Rolling over to see what had happened, Jun spotted Asuka on the ground, scooting away from a huge, ape-like monster that stood well over 12 feet tall, almost to the point where it touched the sewer's ceiling.

At the sight of the beast, Jun felt the blood inside of her boil. This was the kind of creature Lan Asuka had just accused Kazumi, of all people, of being. The rage she'd felt days ago from the diner built up inside of her, and Jun did the only thing on her mind at that point. She let go.

* * *

 _ **Above Earth's Atmosphere**_

Black Knight's contact awaited her on the rooftop of a rather large warship, that was currently hovering a few meters above Earth's atmosphere. He wasn't human, for certain, and didn't come from this world in more than one sense. He stood at seven and a half feet tall, and that was hunched over. His mouth was always wide open in a devilish smile, speaking or silent. He didn't talk out of his mouth. Sound receptors in his throat did his talking. He had one cyclopeon "eye" in the center of his face, but it never truly saw anything. Photoreceptors in his face did his seeing. Normally, one arm was a cannon of sorts, though he had it condensed into a hand for now. No need to attract unwanted attention, even if the airspace above the warship was a no-fly zone.

Black Knight returned and nearly missed her contact. He appeared from the shadows and greeted her with a very straight-to-the-point, "What did you think of them?" She spun around and readied the sword she could build with her arm. "I'm sorry. Did I startle you?"

"As a matter of fact, you did. Sneaking up on a person isn't advised, especially if that person is me." She returned her hand to normal. "They're all a bunch of blind arrogant fools. Thinking that they could contain this outbreak of beasts from the public. At least it was a lot easier for Providence went they went public."

"Their "Beast Hunter" ?"

"They refer to her as Hunter J, has red facial markings, bestial yellow eyes, and hair throughout parts of her body including her forelimbs and private areas. Her hair can turn into wings and a pair of antenna are on her head. She has enhanced strength, razor sharp talons, flight, electrokinesis, and she's clearly the one with any real power."

"I see. Who's the major threat of the group?"

"Probably Hunter J. As I said, she has power but no real experience. But the full extent of her abilities are yet to be determined."

The contact scratched his chin and chuckled somewhat. "Interesting." He focused his attention back on Black Knight. "Come. Our mutual friend wants us."

* * *

Black Knight and the contact entered the warship, walking into a throne room. Upon the seat sat a figure as alien as the contact. He wore a breathing apparatus, necessary for breathing after a devastating injury six years prior and red and black techno-organic armor. Muscular enhancers jutted from his skin on both of his arms. A gauntlet adorned his right hand, a red jewel gleamed from it. Tentacles fell from his face, dropping to his chest like some fleshy rendition of a hermit's beard. Unlike Black Knight's pale-colored human flesh, or the contact's red and black techno skin, the mutual friend's skin shone a pale green, with black and red veins coursing along it. His eyes glowed red. Nearly every word he spoke was echoed by a growl.

"Well, Black Knight, would this so called "Human Alliance" and their Beast Hunter of this world be worth the time it would take to defeat them?"

"Of course. I gave Malware my full report when I arrived, so he can develop countermeasures for them."

The mutual friend turned to Malware. "And what about your discovery in the Null Void?"

A fourth figure entered the room. This one, similar to Black Knight, was human. He had a full head of long hair, and his left arm was a mechanical gauntlet. He wore the clothes of a European conqueror. He wore a perpetual smile, as if he was privy to some joke he would not tell the others even if it killed him. "The Alpha Nanite, my Lord, will be completed as soon as our favorite Galvan, Albedo, finishes the designs that Malware and I developed for him."

Malware nodded. "Van Kleiss is taking care of getting Albedo to work on time. The Galvan technology will be sufficient to repair Alpha's damaged body."

The mutual friend nodded. "Good." He stood and stepped down from the throne, joining his accomplices. "When the Plumbers discovered my body floating in space after the battle with Tennyson, it was uncertain to them if I would even live. Now, I've conquered a dimension as alien to me as I am to humans, and I'm on the way to conquering a second. Once we have taken over this world, Tennyson and this Rex Salazar will stand no chance against us, and our combined powers." He looked at Malware and Van Kleiss, "Technology." He looked at Black Knight, "Nanites." He held up his gauntlet, "Magic." He looked over at a large gateway device that was big enough for everyone to fit through, "And, soon, complete control over every single dimension in the known multiverse as the genesis of my new army will arise."

After a few moments, underneath the apparatus on his face, Vilgax smiled. After six years of defeat and punishment at the hands of Ben Tennyson and his Omnitrix, his plans of dominion would soon come to fruition.

* * *

 _ **Sometime Later...**_

"Good work this evening, Jun." Lan Asuka said to the woman huddled up in the passenger seat of Maeda's car. Currently the secretary was overseeing the clean up procedures, though he was nearly finished. When he was, he would then drive Jun home, which was why she was waiting in his car. "I've been waiting to see you fight like that for some time. Now you can see just how powerful you can become when you accept what you are."

"Did you say all of that…just to make me angry and transform?" Jun asked, still shivering from her lack of clothes, which was understandable since all she had protecting her from the cold was a thin blanket Lan Asuka had procured for her. "Did you?"

To tell the truth, it would make sense for Lan Asuka to try something of the sort. Jun wouldn't put it past her, yet something inside of her felt that maybe, the blond had been telling the truth. She had to be sure. Now that the anger had temporarily subsided, having been taken out on the now dead and mutilated beast, it was time for her to ask again.

To Jun's surprise, Asuka didn't answer. Instead she merely smirked and started to walk away. "Maeda will be done soon. When you get home, say hello to your pet for me." And then she was gone, leaving Jun to wonder whether or not Asuka really suspected Kazumi of being a beast.

Then Jun shook the thoughts from her mind. There was no chance in hell Kazumi was a beast. Not Kazumi, least of all her. It was just Asuka, playing her sick mind games as usual. Kazumi was human, and would always be just that. At least, that's what Jun kept telling herself.

* * *

 ** _Not Too Far_**

A brilliant flash of light appeared on top of a nearby skyscraper, where a couple of human-shaped figures walked into this dimension from another. When the light cleared, two teenage boys were now standing there, the first one was sixteen years old,with shaggy brown hair and a lean body. He wore black/white sneakers, blue denim jeans, and a black shirt with a green jacket to go over. The jacket had two white stripes on the upper right sleeve and a single white stripe going down the left side. In the heart area of the stripe was a black circle with the number 10 emblazoned in white. On his left wrist was a white and green watch. His companion was also sixteen years old, was of Hispanic descent and was wearing a pair of orange googles on top of his head with lightly spiked, slicked back dark hair, a matching red-orange patterned jacket. His T-shirt was blue on the top-half and white on the bottom-half, with two orange rectangles on the left pectoral. He wore black pants with a blue geometrical pattern and blue gloves with orange cuffs and blue-black shoes.

"So this was where Paradox said they had gone to right?" Ben Tennyson stated.

"Yeah, this place doesn't look that different from our own worlds," Rex Salazar said.

"Vilgax has already taken over one world, I won't stand to see him take over another."

"Then let's punk bust some squid butt," Rex smirked as he pounded his fists together.

* * *

 _ **AN: That's all for the introduction, hope you enjoyed. For those of you who don't know what Devil Lady is, it's a spin off from the Devilman manga by Go Nagai. However, for this story I'm using the anime. That being said, if you haven't watched the series yet, I'd recommend you'd do so before reading this story or else you won't have any idea what's going on. On the chance that some of you have seen it, I'll see you next chapter.**_


	2. Chapter 2

_**AN: Here we go. Once again, if you haven't watched the anime, be sure to do so before you read this story as this chapter contains references to past episodes. Don't say I didn't warn you. For those of you who have watched it, on to the chapter!**_

* * *

Jun are you alright?" Kazumi's voice cut through the haze that was Jun's mind at that point in time. It was morning, as if the sunlight shining through the windows wasn't a give away, but Jun didn't feel rested at all. After she'd gotten home from the hunt she'd been unable to sleep at all.

"Oh," Jun said with a shake of her head. "Yes, I'm doing fine. I've just got something on my mind. Don't worry about me."

"Are you sure, you look tired? Were you out all night?" Kazumi asked, pressing for answered. She was already dressed in her school uniform, which wasn't a surprise considering she was about five minutes away from leaving for her daily dose of education.

"No I got back later, before morning. I just didn't sleep very well." Again, another half truth.

"You really don't look very good. I mean it Jun. You look like some of my friends from school when they've been out partying. Are you sure you're okay?"  
"Yes, Kazumi," Jun replied, a little more firmly…then she switched the topic of conversation. "Have you yet decided where you wanted to eat… to make up for last time."

"Oh, yes!" Kazumi said, immediately grinning. The comment had the desired effect, the young girl had dropped the uncomfortable subject for this new one. "It's a restaurant I heard about at one of the shoots. I think you've been there before though…but still, it'll be fun, right?"

"Yes, it will be Kazumi. You'd best hurry on to school. Do you want me to drive you today, since I don't have a shoot?"

"No, its okay; you can pick me up though, if you like." Jun had to stifle a giggle at her friends non-too subtle hinting.

"Alright, I can do that. Have a good day Kazumi." Jun whispered softly, patting the girl on the back as she made to leave.

"You too," Kazumi said back, already heading out of the door. "Oh, and Jun; please try and get some sleep, you really do look like you might be coming down with something." And with that she was out of the door and on her way.

* * *

Meanwhile on the other side of town, Ben and Rex were sitting in an Internet cafe with couple of a cups of coffee with Ben surfing the Internet while Rex looked over. They were searching through the web, apparently there were numerous reports of bizarre murders in going on lately as if the victims were mauled by some wild animal. Could this be the work of Van Kleiss? who was probably already starting to infect people with Nanites, turning them into EVOs. It was then that Rex thought back to how all this insanity happened in the first place.

 _Flashback_

 _He had once been called a hero. Thanks to the powers granted to him by the nanites, Rex Salazar had saved the world from EVOs on an almost daily basis. Agent Six, Doctor Holiday, Bobo the monkey—they were all imprisoned now, just like him, though they at least got indoor prisons. He was shackled to an archway, and now simply hung there. The cuts in his mouth from where Black Knight's energy mace had hit him were finally healing, though he'd long since stopped bleeding. The whip slashes on his back, however, were another story._

 _It had been three days since the invaders came. He and Six had been taking care of a disturbance Van Kleiss had stirred up in Los Angeles when the doorway opened up. It reminded him of the one that had first brought Ben Tennyson to Rex's universe, only instead of a kid who turned into different types of aliens, it brought death and destruction. Apparently after his last encounter with Rex, Van Kleiss and the Pack had somehow ended up in Ben's universe after his failed attempt to absorb the Meta Nanite. It was only with Breach pulling Van Kleiss and the rest of the Pack into a portal that they were barely able to escape. It was then that Van Kleiss discovered that his failed attempt at absorbing the Meta Nanite had led to some, rather unexpected, yet greatly favored results. He could now create Nanites and spread them on a whim, and now fortunate indeed as the multiverse itself was now ripe for the pickings._

 _The first one to come out through looked similar to the alien Ben had called Upgrade, only it was red and black instead of green and black. It's face was frozen in a perpetual smile, though not one that would have put anyone at ease. It's right arm was a cannon, and that's when the chaos ensued. Suddenly, Van Kleiss had been forgotten, and Rex and Six focused their attention on the villian they'd come to know as Malware._

 _Unfortunately, Malware wasn't the only threat from another dimension. The Mechamorph alone had been a problem. Every build that Rex could make, Malware could replicate a stronger version. Even Six had a hard time keeping up with it, and was constantly being thrown around. Rex was already struggling to stand by the time the second invader arrived. That one was taller than Malware, wearing a breathing aparatus and muscle enhancers. He was known as Vilgax._

 _Rex built his sword and rushed at Vilgax, only for the alien to draw a sword of his own. Not only was Vilgax naturally stronger, but Rex was winded and weak from Malware's assault. He never stood a chance. Above a crowd of millions and on the televisions of billions, Vilgax held Rex by the neck and declared himself conquerer of this dimension. Even Providence stood no chance against Vilgax's robotic army._

 _Black Knight was the one to whip him, the one to bloody him as he was shackled to the archway, all the while robots roamed the streets, holding the world in a state of constant martial law. Van Kleiss stood before him once, his hands clasped behind his back, a wicked smile on his face._

 _How the mighty have fallen, young Rex," he said, in his cultured voice, "so sorry that none of this went the way you wanted it." Rex attempted to speak, but all that came out of his mouth was a sticky wad of blood, which dripped from his mouth to the ground only centimeters from Van Kleiss's feet. In disgust, the villain took a step back and the smile on his face turned into a scowl. "Defiant to the last, I see. I expected no less from you. Your parents did the same."_

 _Van Kleiss grabbed Rex by the chin and held his head upward, so that they were facing one another. "Don't worry, I have personal assurances from Lord Vilgax that you'll be kept alive long enough for me to deal the final blow. Once he's taken over all the dimensions, I shall be given control of this one, and I'll finish the job I started six years ago when I killed your parents." Rex said nothing, and spat another wad of blood out, this time splattering it all over Van Kleiss's coat. "Fine, have it your way. Lord Vilgax and I are off to another dimension, where a another creature even more pitiful than you will be dealt with."_

 _As Van Kleiss walked away, Rex tilted his head up and said, "You're gonna screw him over, aren't you?" Almost as if he was surprised, Van Kleiss turned his head and looked at him out of the corner of his eye. "You betrayed Black Knight the first second you could, and you're gonna do the same to Vilgax, aren't you?"_

 _Van Kleiss smiled and continued walking away. "And I thought you were just a simple, dimwitted 'hero', just like all the rest."_

 _Suddenly a green energy blast slammed into Van Kleiss sending him flying into a wall, Then a couple of green smaller energy beams cut Rex's shackles, freeing him. Rex looked up to see a robotic humanoid floating in front of him._ _He had a green and white body. He had large cylinders on his arms, near his wrists, that are full of a green energy with dark green bubble-like spheres which constantly. He had a large green hourglass symbol on his chest, his head was a pointed, armored helmet, and had a smaller hourglass_ _symbol on a green and white belt._

 _"Ben? Is...that you?" Rex muttered weakly._

 _"Yeah, this is a new one, I call this guy Atomix," Ben said, "But enough about that, we need to get out of here now and get you medical attention before Vilgax's cronies show up."_

 _A portal suddenly opened as Ben carried Rex inside just seconds before an army of drones appeared in the room._

 _Flashback End._

After they arrived to Ben's world, his cousin Gwen was able to heal most of Rex's injuries, but some of the scars will still remain. It was then that Professor Paradox and Azmuth arrived to warn Ben and Rex that Vilgax had gotten the means to travel and invade into other dimensions through a Tachyon generator that Albedo had stolen from Azmuth's laboratory. With it, The rogue Galvan was able to construct a dimensional gateway device that allowed access to numerous parallel Earths. All ripe for Vilgax to conquer. Now, Vilgax's army was now on their way to conquer another world. This was their last chance, though. The final plan to end the Vilgax's plans. Azmuth and The Plumbers had been gathering what little alien tech that was left on Earth up and bringing it to the bunker. There they used it to build a sort of make shift portal. This portal would allow Ben and Rex go after their enemies and stop them from conquering another world and well as countless others.

Ben sighed and logged off the computer and the two heroes paid for the coffee and Internet connection. Ben and Rex then walked out of the cafe, but something strange caught their eye. What appeared to be a squadron of military vehicles were driving down the street as if a war or a terrorist attack was going on.

"Is that normal in this dimension?" Rex said, looking puzzled.

"No, that's not normal." Ben answered, "Come on, let's check it out. I got a bad feeling about this."

Both Ben and Rex went on to a deserted street where Ben activated the Omnitrix. Then his mind wandered back to the current situation-and Ben realized he and Rex would have to find a place to stay while laying low from Vilgax's prying eyes. That wasn't a problem though, he could just use Diamondhead and sell the crystals that Diamondhead could produce.

Ben slammed down on the core and was consumed by a green flash. When the light faded, he was a semi-armored Velociraptor. He had black wheels on his feet and wore a helmet with a visor, leaving the other features of his head unknown, with the exception of his blue face, green eyes, black lips, and stripes above and on the right side of his eyes. He had five blue stripes on his tail and the Ultimatrix symbol is on his white chest.

 **"XLR8!"** He hissed in a raspy voice that sounded like he had a sore throat. Then with his abilities of manipulating friction, XLR8 took off at 500 miles per hour, leaving a behind a cloud of dust in his wake.

"Hey wait up!" Rex said as he activated his Rex Ride. Which was an orange hover motorbike that Rex can form out of his lower legs. The vehicle can drive over any terrain and can go over 200 mph. Despite lacking wheels, the Rex ride is capable of driving up vertical loops and curves. It had a retractable battering ram instead of an engine block and it can be used like a shield to break through trees and incredibly thick walls. For protection, a black helmet was formed over Rex's head. With it, Rex quickly took off after XLR8.

* * *

'I forgot about those,' Kazumi thought to herself as she looked into her school bag. She'd just pulled her bento out for lunch and realized the tape and pictures Sakazawa had given her days ago were still in her bag. She'd seen them every time she'd opened it to take something out or put it back in, but she still hadn't looked at them; especially with all that had been going on recently between her and Jun.

The girl looked from side to side to make sure no one in the cafeteria was nearby the pulled out the thin envelope that Sakazawa claimed contained pictures she'd be interested in. Now was as good a time as any to look at them, considering none of her school friends were nearby at this point in time and she may very well forget later.

Moving her lunch to the side and placing the envelope directly on the table Kazumi made herself a temporary work space. Then she opened the package, trying to be as quiet as she could while doing so, and pulled out the pictures.

Kazumi was willing to bet these also had something to do with this whole 'monster' business Sakazawa seemed so obsessed with. And though part of her didn't want to get involved in any of this, and she'd even told Sakazawa so, the other part was curious…if only slightly.

The moment Kazumi turned the pictures over to have a look at them she had to stifle a gasp. In the picture was Jun, and two other people Kazumi recognized. One of them was the blond, almost male looking woman that she'd met at the restaurant. The second one was a man dressed in a suit with a black frock coat on. He was well groomed and the girl had no difficulty in recognizing him as well.

Where had Sakazawa gotten this? Kazumi wondered, not for the first or last time, if the man had been stalking Jun. After all, hadn't her guardian complained that someone had been 'watching' her not so long ago? In fact she'd even accused Kazumi of being the one, though she'd apologized afterward… though not after completely freaking out. She'd seen something outside the window and ran off, though not before telling Kazumi to lock all of the doors and windows, and make sure not to let anyone in.

Of course the girl had looked out of the window to see what had so frightened Jun, but had seen nothing out of the ordinary. Yet she complied with Fudo's wishes, after all it was her house and she was living there… and besides, she didn't want to give any more reason for Jun to be mad at her. Having her idol yell at her in that manner had terrified her, and she wasn't looking to repeat it any time soon.

Kazumi flipped to the second picture, making sure the first one was placed flat on the table, in case someone in the cafeteria were to come up to her and see it. The last thing she wanted right now was an interrogation. She'd already had her fill of that after everyone and their grandmother asking for the 'inside scoop' on what had happened the night her parents died. Of course she'd always given out the same story. 'She hadn't been able to get a good look at the perpetrator, and had passed out at the sight of her mother's body.

Unfortunately, she didn't believe her own story. Contrary to what she'd told the police, she'd gotten a very good look at what was in her house. It had seemed to be a giant, multi-limbed rat, with protruding teeth and a laughing skull atop its back… then there was the second one; the one she always thought of in her nightmares as 'the devil'.

True, by the way its body looked, Kazumi guessed it was female, or at least had a more feminine figure than masculine. But it so resembled what she'd been told the 'devil' was supposed to look like, that she couldn't think of it in any other way. It was barely seconds after seeing this second one that Kazumi had passed out.

The next picture in the stack was Jun, with nothing but a very thin blanket on. At first Kazumi thought it must be a picture from a shoot, but then realized who else was there. Again it was the blond woman Jun had referred to as 'Asuka'.

Flipping to the third picture, Kazumi wasn't surprised to see it was one of the three from the previous pictures, the man to be specific. What was surprising was the fact he was parked in front of Jun's apartment building in a very snazzy looking car.

The fourth picture was obviously taken in a morgue. It was the body of a well toned, short haired girl...who's entire lower body was gone. Scrawled on the picture in pen was the name Aoi Kurosaki. Without very much effort Kazumi recognized the name. It was one Jun had whispered while on the phone. When asked about her, Jun said nothing.

The next picture was of a woman with almost purple hair. It was the model Jun had been competing again, and who'd sent Jun a gift not long before she disappeared from the modeling business. She was also the one she'd told Jun was talking behind her back. Off the top of her head Kazumi couldn't even remember her name.

"Hey Kazumi, what are you doing sitting here all alone," In an instant the pictures were in the envelope and back in her bag. Then Kazumi looked up and greeted the two girls who'd just finished getting their lunches, both of whom were friends of hers.

Even though Kazumi talked animatedly to them for the rest of lunch, her mind wasn't on the conversation. Instead it was on the pictures…both the ones she'd seen…and what she might find when she looked at the rest.

* * *

 _ **AN: Next chapter is where we have our heroes meet up with the Devil Lady, let's hope they don't kill each other and we'll see more of what the villains are up too. I hope you enjoyed this chapter and I'll see you next time.**_


	3. Chapter 3

_**AN: Here's another chapter. Sorry for the wait. Just a friendly reminder, I suggest you watch the Devil Lady anime before reading as this chapter contains minor spoilers to some episodes. Thank you and I hope you enjoy.**_

* * *

 _ **Two hours earlier...**_

"So, what do you think?" Kazumi asked the instant they entered the restaurant. "Will this place be alright?"

"Yes, Kazumi, it's nice. I've eaten here before and it is very good." This response earned her a beaming smile from the girl. "So, where do you want to sit?"

"I don't know, you decide. It really doesn't make that much difference to me?" Jun decided not to press the matter and reply in turn it didn't matter to her either. She didn't need any more stress than was already there. Instead she found the nearest table that was a decent space away from the other guests and took a seat.

"So how was school today?" Jun asked once they'd gotten themselves situated. None of the staff had dropped by yet to take their order, but neither of them was in a real hurry so they didn't mind waiting.

"Oh, the same as usual; my teacher was as boring as ever. I mean really, how many times do we need to go over the same old things. Honestly, sometimes I think he believes we're all as slow in school as he was at our age."

"Now Kazumi that isn't very nice." The words might have been taken as an admonishment, had Jun not been stifling laughter while she said it.

Kazumi, having known Jun for a good long while, knew her friend wasn't really scolding her. Instead she was more than likely agreeing with her, while still playing the role of the more mature woman. "Might not be too nice, but its probably accurate."

Jun stopped trying to hold it in and let out a small laugh. "Sometimes I got that feeling when I was in school. I always felt as if things were going to slow. Only after I got out did I find out why. Not everyone in the class was able to learn and think at the rate I did, and a teacher can't just meet the needs of an individual student. Instead his concern is the whole class."

"I know, but still that doesn't make it any less boring." Kazumi replied, poking out her bottom lip in a mock pout.

"Well, look on the bright side, Kazumi. At least you know what I've been telling you all along is true. You are a very bright girl."

"Jun," Kazumi mumbled as she looked down at the table, trying to hide her slightly embarrassed expression.

"Well, you are." Jun continued, again giving a small and very soft laugh. It felt good to be able to laugh, even if it was just a little. She hadn't been able to for so long, and even though the situation wasn't really all that amusing… the tranquility of it alone made it worth savoring to Jun.

"How was your day, since you didn't have work?" Kazumi asked, changing the subject abruptly.

"Oh, I ended up having to do a short shoot anyway. Considering I didn't have much to do since you were gone, I started to get bored, and my manager was kind enough to include me in a quick shoot along with some of the agencies other girls. Nothing big, but it still passed the time."

"Must be cool to find work so easily," Kazumi said, without a trace of jealously, regret, or other such negative emotions, which made Jun smile. Kazumi was one of those few, rare individuals who was honestly happy to see others excel, even if it meant they were doing better than she was. It wasn't often one saw that in other people. "I'm lucky if I'm kept busy by my teen model magazines sometimes."

"Enjoy it while you can. If you continue to stay in the business things will get much busier, believe me I'd know."

It was at that moment the waiter finally arrived to take their orders. This time, Jun was very careful to read the menu and pick out food, priced high enough that Kazumi wouldn't feel as though she were being coddled, but not so much so that Jun would feel too guilty ordering it.

After the man left, Jun resumed her conversation with the younger girl, enjoying the fact that, for once, she was able to have a genuine good time with Kazumi. With no interruptions, no reminders of what she was or what she had to do now, and most importantly, no reminders of what Lan Asuka had told her last night.

* * *

"I had a really good time with you today Kazumi, thanks," Jun said as she hung up her coat on the rack by the door. They'd been out for over an hour and a half, not including the time it took to get from the restaurant to the apartment building or the time between school and their dinner. Over all it had been a rather nice evening. "You don't know how nice it feels to get out and relax once and a while."

"Well if you enjoyed it that much we need to do this more often," Kazumi replied, earning a small, almost sad smile from Jun. "I mean it Jun, sometimes I worry about you. This is the first time in a while I've seen you acting normally."

"I know Kazumi; we've been over this many times before." Jun whispered softly, putting a quick end to the conversation; a conversation that continually seemed to repeat itself among them now.

"Alright, alright; I know you don't want to talk about it. You keep telling me whenever I get close to asking you about it. Anyway, I need to get my homework done, so I can have the rest of the evening free."

"Okay Kazumi," Jun was about to something in addition to that, but was cut off by the sound of a ringing phone, her cell, which happened to be still in her coat.

In a single, quick movement, Jun had it out of the piece of clothing, turned on, and too her ear. "Hello?" She said hesitantly, wondering whether she'd hear her manager's voice, someone else's, or Lan Asuka's.

Unfortunately luck was not on Jun side tonight, for it was the last on the list that was calling. "It's time for the hunt to commence." The model had to resist the urge to curse aloud. "You should know how things work by now, Maeda will pick you up out front. He's already waiting." Then the other line went dead.

"Jun?" Kazumi asked, sounding just as hesitant as Jun had when she'd picked up the phone.

"Kazumi, I need to go out. Get your homework done while I'm gone, then maybe we could watch TV or something tonight." And with that Jun pulled her coat on and headed out of the apartment.

This time Kazumi didn't say a word, knowing any questions she asked when Jun got like this would be a waste of time. Instead she moved to the apartment windows and looked out front. Sure enough there was a car waiting down there, although she couldn't see the driver.

A few seconds later she could see Jun leave the building and head straight for the limo, while at the same time a man got out and opened the back door for the model. Though it was quite a distance between the window and the car, Kazumi had no doubt that it was the man from the pictures. 'What's going on Jun?' Kazumi thought to herself as she watched the car disappear after both people had gotten in their respective seats. 'And why do you feel you can't tell me?'

* * *

 _ **Now**_

All was quiet this evening. A lone woman was walking by herself through the near empty city streets, unknown to her, it wasn't as empty as she thought. Before she knew it, she was swept off her feet by a large grotesque figure. It was a Devil Beast.

* * *

Ben had been pacing on the roof he had arrived at waiting for Rex to catch up, it seemed that even with his Rex Ride, the EVO could not keep up with XLR8's speed. while the wielder of the Omnitrix waited, he began wondering what to do next. If he transformed into one of his aliens, someone may see it and start a panic. He had no idea if he was on an Earth that was xenophobic towards aliens or not.

Before he could dwell on his thoughts any further he heard a scream. He turned in the direction of the scream and saw a large creature carrying a woman, and jumping from roof to roof. "So much for not starting a panic." He told himself. "It's Hero Time!" He announced as he activated his Omnitrix and transformed into Heatblast and flew off after the creature.

* * *

"You're pathetic," The beast that was normally called Jun Fudo hissed at her opponent as she lashed out with her right hand, claws bared. The second beast, which moved on all fours, leapt to the side to avoid what would have been a fatal blow. "Run all you like, coward!"

When caught up in the frenzy of battle, Jun was a very different person, often taunting her foes as she hunted them, as she had with several in the past and was now doing with her current enemy.

The beast, which was almost wolf-like in appearance, circled her cautiously, growling as it moved. If its thoughts were put into words, they would probably bear a close resemblance to a convict, cornered by a lone police officer considering his options of escape.

They were battling on a high rooftop, surrounded by many others, so there was still a possible escape route. Yet the beast knew its hunter would follow, making such an attempt useless. Jumping to the street below was a danger to its life, and therefore not the action to take. That decision made, the wolf-beast put its mind to the task at hand.

Jun, being a beast herself, had a very good idea that it wasn't going to run and moved with it, keeping it in sight at all times. Normally the human part of her would be worried about being seen, despite the fact Asuka had had the streets quarantined because of the battle occurring on the rooftops, but the Beast in her simply didn't care.

* * *

Kazumi pulled the pictures out of her bag the instant she was finished with her homework. It had been quick and easy for her, and besides that she was in a hurry to finish looking through them. She hadn't yet had a chance since lunch and her curiosity had been piqued.

* * *

The wolf-beast snarled once last time before finally pouncing. It hadn't found a hole in the Devilman's defenses so it had had to make a frontal assault, despite the fact it was against its instincts.

Jun moved fast, using one hand to catch it by the throat in mid leap, she pulled the other around and delivered a full punch to what would probably count as the monsters mid section, causing its attack to collapse.

Not allowing her enemy to recover the female devil beast shoved the wolf to the ground with the hand that had been around its throat and then began to waylay on it; reigning down blow after massive blow, knowing full well that no living creature could stand up to the onslaught for long.

* * *

After flipping through the pictures she'd already viewed, Kazumi came to a new one. This time the picture wasn't very clear, but she could make out enough to know what it was. The photo had obviously been taken on a foggy night and two distinct shapes could be made out in the distance.

Kazumi remembered seeing something similar to this herself during the night when the fog had gotten so thick she'd had to stay in all evening. That had been a surprising thing to see, and part of her mind kept telling her she'd imagined it, of course even she couldn't explain it away like that… not after what she saw the night of her parents death.

But what did this picture have to do with the others? This one obviously had to do with what she called 'the monster business' while the others showed Jun, along with some of the strange people Kazumi had seen with her at times. What was the connection? Kazumi flipped to what appeared to be the next to last picture in the envelope and gulped.

* * *

Jun's fist thudded hard into the cement roof as the poor beast that she'd been pounding into a bloody pulp finally managed to roll away, coming up unsteadily on three of its four feet. The fourth one seemed to be bent at an odd angle, probably from the abuse it had received, along with the rest of the body, from Jun.

This time the female devil beast couldn't move fast enough. The wolf leapt at her, bringing them both down on the hard surface of the building with a thud, knocking the wind out of Jun.

The instant the beast bared its fangs Jun realized the danger she was in. If she didn't do something fast it would rip her throat out. But what! In this position she couldn't think of any way to defend herself.

* * *

It was her house, or rather what was left of it after the night when her parents had disappeared. Kazumi sighed, half in frustration, half in another, less down to earth, emotion. What did her family have to do with this?

Considering the strange questions about monsters Sakazawa had asked her concerning her parent's deaths and what she saw while there, Kazumi could see the connection between this picture and the one in the fog…but why were they with Jun's?

* * *

Jun moved her head and neck to the side just in time to avoid the teeth that would have been the end of her. Instead of her throat they met hard stone, and in that instant Jun used what little time she'd bought herself.

Using her size advantage she managed to roll both of them over, putting her on top and the wolf-beast on the bottom, then she continued where she let off. Hitting it continuously, as hard a she could, this time allowing it no chance to free itself.

A few seconds, painful screams, and strikes later, the beast's head was little more than a bloody and very lumpy puddle.

Before she could continue tearing the beast apart, she heard a scream. Jun turned her heads upwards and saw another devil beast carrying a woman, jumping from rooftop to rooftop, with what appears to be a man made of fire chasing after it.

Wasting no time, Jun opened up her bat like wings and flew off the rooftop to try and catch up with the creature.

* * *

The Devil Beast didn't really know why it grabbed the woman; maybe as a hostage to keep meddling humans and that traitor woman from interfering. But its thoughts were interrupted when it was hit by a fire ball from the back and knocked onto the roof he was leaping toward.

"Boy, you sure are ugly." Heatblast stated to the creature. The Devil Beast simply snarled at him and proceeded to continue its way, but it stopped when a ring of fire formed around it. It turned to the obvious offender. "We weren't done pal," Heatblast told to alien. "Let her go, right now!"

The creature complied and threw the woman off the roof. "NO!" Heatblast shouted as he jumped off the roof. He blasted fire from his hands to get closer to the woman. He lowered the heat around his upper body immensely as he carried her bridal style to avoid burning her, he blasted fire from his feet to propel both of them upwards. He landed on a roof and put the frightened woman down.

"You, okay?" He asked. The woman looked at him with terror in her eyes unable to speak. "I'll take that as a yes." He said as he launched from the roof hopping to catch up with the Devil Beast. When he finally did, he landed in front of it.

"Look buddy, I don't know what you want but…" before Heatblast could finish, the Devil Beast talked him to the ground. A big mistake on the creature's part, his hands were burnt as soon as he grabbed the pyrokinetic alien. As it screeched in pain, Heatblast used his fire to blast him into an air vent system. "Well, that takes care of that." He told himself. "Now I'd better…" before he could finish, again, he heard a female voice call out, "Hold it!"

Jun had just got on the roof and was now looking at the burning creature. "Who are you and what are you doing here?" she asked.

"No one that concerns you." Heatblast retorted. Normally anyone who didn't know the famous Ben 10 would get quite a reminder from the Omnitrix wielder, but seeing how he knew he was on a parallel earth, he didn't want to reveal too much of himself in the event he was on an alien planet.

"I asked you a question," Jun retorted as she looked at the being with trepidation as it's appearance brought up painful memories of Remi Takashima. Another victim that Jun had failed to save, "Don't you know who I am? I'm the Devil Lady!"

"Never heard of you." Heatblast stated. That statement caused Jun to drop her jaw. Jun didn't like to gloat or anything, but there isn't one beast she had encountered so far who didn't know who she was or saw her as a traitor to their kind, considering how many she has killed ever since she first transformed.

"Never heard of me?" Jun repeated.

"If I never heard of ya, I never heard of ya." Heatblast told the woman. "Now if you'll excuse me." He announced as he began to walk away. But a force soon gripped his arm. He looked and saw Jun gripping his arm with a vicious look on her face.

"Really?" he uttered sarcastically. Jun then recoiled in pain as the heat burned her arm. "I don't have time for this." Heatblast said as he continued to walk away, but Jun soon jumped in front of him.

"Look 'Fire Guy' I'm not exactly in a good mood right now, so if you don't mind answering a few questions." She announced to him

"Outta my way." Heatblast said as he grabbed her shoulder and shoved her to the ground.

Oh that was it. Whoever this fire creature was, he was no friend. Jun then ran up to him at full speed.

Before Heatblast knew what was happening, he was sent flying upward. He landed on a taller building, with a larger roof.

Heatblast then got back up on his feet. "So it's going to be like that huh?" he said. He then began hurling fireballs straight for Jun.

She noticed. Acting quickly, Jun jumped from the roof right before the fireballs made contact and it exploded. Jun landed on the roof where Heatblast was and the fight was on.

Jun as a Devilman was both fast and strong. She tried to punch Heatblast as best she could, but every time she got close, Heatblast propelled himself to a safe distance and kept long range attacks with his fire balls. Jun was stuck just trying to avoid them. She knew she couldn't make contact with her new enemy without getting burnt.

Heatblast was able to keep his distance from Jun. Right when Jun punched the ground of the roof, she made quite a bit of a mark. Now was his chance. He let loose a big fire ball. It made direct contact with Jun and blasted him to the other side of the roof.

Jun's durability and fast healing protected her from suffering severe burns for the most part, but she still felt the force of it push her to the other side of the roof.

Before Heatblast could do anything else, he was blasted with a stream of water that extinguished most of his fire. He turned to the direction where it came from. He saw Jun holding a loose pipe on the roof in her hands, aiming right at him.

"Lucky for me, this was here." She announced with a smug smile. She then walked up to Heatblast. "Now, about answering my questions."

"I don't think so sister." Heatblast stated.

"Considering the fact that you're MADE of fire, I'd say you lost." Jun announced

"Did I?" Heatblast asked. He then pressed the Omnitrix symbol on his chest and was engulfed in a flash of green. Causing Jun to look away.

Once the flash subsided, in Heatblast's place stood Four Arms. "So what do you say then? Round two?"

Jun's eyes bulged out. What was once a man made of fire, was now a four-armed red man. No Devil Beast she had ever encountered was capable of such an ability.

Four Arms slammed his arms down to try and hit the female devil beast; she managed to barrel in the opposite direction just in time. Four Arms then went straight for Jun, she was able to avoid all his attacks with her agility as she ducked, jumped, rolled, and angled her way through each punch from all of his arms.

Jun then retaliated with her own blows. Their strength seemed to be almost equal. They were each able to deliver blows to each other, but had little effect. Jun was protected her own durability, Four Arms by his thick skin. During their slug fest, Jun tried to land a kick in the back, but Four Arms was able to catch her by her left and right leg with his lower arms. Also his upper hands were grappling with with her left and right wrists.

"Looks like I got ya." He announced, declaring victory. Until he felt an electrical shock course through his body causing Four Arms to scream in pain and release his grip on Jun.

Seeing her chance. Jun delivered a punch to the gut, sending Four Arms flying to the other side of the long roof and into a water tower, which collapsed on him.

"You may be strong." Jun said with her arms crossed, "But not fast enough to avoid my Devil Beam." Jun finished as the two antennae on her head sparked with electricity.

Another green flash came from the dust, and before she knew it, Jun was both swept off her feet and fell face flat on the ground. She then looked up and saw her new enemy had taken yet another new form.

"You want fast?" XLR8 asked. "I'll give you fast."

Without warning, XLR8 quickly grabbed Jun and zoomed all-round the roof dozens of times, he was moving so fast, it appeared a blue ring was forming at the top of the building.

To Jun, the whole world was spinning. For what seemed like an eternity, which was actually about 2 or 3 minutes, Jun had her head spinning. XLR8 then stopped and let go of Jun.

Jun may have stopped spinning, but her mind hadn't. She had completely lost focus. Jun then soon fell to the ground, completely dizzy.

"I can see your all tuckered out." XLR8 cracked. "So I'll be on my way." Before he could leave however. Another force had tackled him to the ground. He looked up and saw it was the same beast he blasted before as Heatblast. The Devil Beast roared in his face.

"Two words," XLR8 said "Breath mints."

During all this Jun recovered a bit, and looked in shock at the beast that had XLR8 pinned to the ground.

"How did I not notice that?" Jun criticized herself.

Suddenly, what seemed to be a giant pair of feet slammed into the back of the beast, knocking it off XLR8 and sending it flying to another corner of the roof. The assailant was revealed to be Rex having used his Punkbusters on the beast.

"Sheesh, got tired of waiting Tennyson?" Rex quipped.

"Hey, not my fault XLR8's super fast," Ben replied.

This sure caught Jun by surprise. Who was this now?

The next thing that happened a spot light was flashed on all of them, getting each of their attention. It was coming from a military helicopter. "THIS IS THE JSDF! PUT YOUR HANDS IN THE AIR!" a megaphone voice announced.

"Oh good the military." Ben said relived. "Now maybe we can…"

"ALL FOUR OF YOU, HANDS IN THE AIR NOW!" the voice boomed,

Ben and Rex each exchanged confused glances.

The next thing that happened, the Devil Beast recovered and launched off the roof straight for the helicopter. It clung onto the helicopter's front as it begun to spin out of control. The alien then smashed the window and grabbed the pilot and threw him out.

"NO!" XLR8 announced. He then slammed the Omnitrix symbol and changed into Jetray. He flew off the roof and caught the pilot as he was falling. He set him safely down on a different roof before flying off to try and catch the creature.

* * *

Rex, seeing the danger the now abandoned helicopter would cause if it crashed formed his Blast Caster on his right arm and shot it at the haul, which it successfully wrapped around. The immense strength of the tentacle-like whip was able to keep the helicopter from falling. He was able to slowly pull it up to the roof, where he set it down. He and Jun both exhaled in relief.

Rex then activated his Boogie Pack and followed after Ben as well.

Jun saw Jetray and Rex trying to chase the creature. Seeing how this guy saved a man's life and was now trying to stop the same monster that almost killed a woman and endangered several dozen bellow, she thought about what just happened.

"So maybe, he's NOT like the other Devil Beasts." Jun mussed,"But I still need answers." Opening up her wings again, she began to chase Rex and the two creatures.

* * *

Jetray was able to catch up to the Devil Beast with his superior speed. Rex then landed behind it with Jun. "I'm kinda busy right now lady." Jetray told Jun, not in the mood for another fight with her.

"I'm not here to fight _you_ " Jun told him. "I just need answers."

"Like he said, as soon as we deal with this guy, after he got several people killed." Rex stated.

"Wait." Jetray interrupted. "You're NOT one of the bad guys."

"WHAT?!" Jun shouted.

"Why would you think I'm in league with that beast?" Jun asked. As they talked, the Devil Beast soon sprouted insect-like wings, enabling it to fly away.

Not letting the creature escape, Jun rushed straight at the beast, hoping to slice its wings off with her Devil Cutter. But the beast managed to maneuver out the way in time, and actually ram into Jun sending them both down into the streets below.

"On no you don't!" Rex shouted.

Jetray soon took off after the flying creature, with Rex also in pursuit.

* * *

The last picture looked quite a bit older than the others, considering it was in black and white. It showed what appeared to be the bodies of an older woman and a little girl, lying side by side, both torn to shreds. Scrawled on the picture, in untidy handwriting, was a note for her; probably from Sakazawa.

 _Maybe this will help you understand_

 _This is what I lost, and in a way also what you lost_

 _What took this from me is the same thing that caused your loss_

 _Take my advice kid_

Quickly Kazumi put the pictures away, not wanting to look at the gruesome scene any longer than necessary.

The message itself, though slightly strange, did make some sense to Kazumi. If he'd lost the same thing she had, and the picture was of his loss, then more than likely those two were his family. Maybe even a wife and child.

Then Kazumi's eyes widened as she followed that train of thought. 'And just maybe, he saw something like I did… maybe he wasn't able to forget it…. I know I never will. As much as I tell people I saw nothing and try to make myself think it…I never will forget.' That would explain Sakazawa's obsession with this monster business. In a way this made Kazumi sympathize with the man a bit more.

But in another way, the message made her slightly angry. The man's advice to her had been for her to 're-think her friendship with miss Fudo'. That was one thing Kazumi would never, under any circumstances, consider doing.

* * *

 _ **AN: I know Rex didn't get to do much this chapter, but he'll have plenty of opportunity kick butt in the next one. I hope the battle between Ben and Jun was to your liking. If you some of you have any suggestions on how I should progress with this story, I'm all ears. Until then, see ya!**_


	4. Chapter 4

_**AN: I'm back with another update. Hope you enjoy.**_

* * *

One would not expect the Vilgax and his associates to play a large role in a conspiracy concerning Devil Beasts and humans…and they'd be _wrong_. The villains had their own agenda for this so called evolution of humans that was occurring in this world and what better than to recruit the one person who had been gathering them all into one army.

Looking down from the rooftop of a building was Satoru, better known as the young leader of the growing army of Devil Beasts. At first glance, Satoru didn't look all that imposing, at least height or build wise. In fact he looked like he was in his late years of elementary or early years of middle school. His slanted eyes, hungry smile, and coldly taunting voice were the only hints at the psychosis inside the boy.

"Master Satoru, another Devil Beast has been killed." A humanoid crow with bulbous yellow eyes informed the boy.

"So that foolish woman still insists on fighting for those who have not yet awakened and evolved. Very well, if that is her choice then we will make her pay." Satoru smiled. "Look at them all. Like sheep. Ignorant about their true selves. Ignorant about the strength lying within them. But I do not blame them, in fact I pity them being ignorant about humankind's true power and status within nature. The gifts given to us by evolution and still being given even now." Satoru gazed at the populace further with a look bordering on pity. "So foolish, yet being kept ignorant by other forces like the so called "Human" Alliance. It's inevitable, they will all learn there is only room in this world for one evolutionary path of humanity. One road for mankind to take and that is us."

"And _that_ is something we have in common my boy," A voice spoke up which was revealed to be Van Kleiss himself along with the Pack, Biowulf, Skalamander, and Breach, "And I'm just the person to put you back on track."

"Put me back on track? Who are you and what sort of business do you have with me?" Satoru asked the human EVO.

"I suppose introductions are in order. My name is Van Kleiss, leader of the Pack and ruler of Abysus. What I mean by that is I as well as my colleagues can help you achieve your goal in helping every human on the planet attain their intended evolution," Van Kleiss smirked as he held up his gauntlet,"In fact, I can _accelerate_ the process."

"I'm listening," Satoru replied, now intrigued.

* * *

Jun groaned as she saw the flying figure speeding her way. Her focused vision made out what it was that had been attacking her and her newfound allies: an insect Beast. It pretty much resembled a mutated, overgrown cross between a dragonfly and a hornet. Large red eyes on each side of its oval-shaped head, a large pincer at the end of its mouth, two pairs of droning wings, two pairs of clawed arms and two pairs of clawed legs, a thorax shaped like a man's body, and a long abdomen tipped with a deadly stinger. Jun braced herself for the incoming attack, waiting for the hard impact to knock into her.

The insect was already within a couple meters till collision. Suddenly, it heard a voice call out.

"Hey Feo!" the creature turned to this.

Rex had withdrew his Boogie Pack and formed his signature Smack Hands. Rex went flying and tackled the beast and the two tumbled into the pavement below.

The two rolled down the strett, before coming to a stop. The insect jumped off of Rex and landed several feet from him, facing the human that knocked it out of flight.

Rex got up and had readied his still-drawn Smack Hands ready for a fight. The creature screeched at him.

"Nice to meet you too." Rex cracked. "Name's Rex, now thrill me!" He challenged with a smile. He had been waiting to hit something all evening.

 _'What? Machines?!_ ' Jun was surprised to see this boy form giant metal hands.

Rex had been duking it out with the Devil Beast for about a minute or so. This thing was surprisingly fast for its massive size. It was quick to avoid Rex's punches. The creature was able to land a few punches and kicks in, knocking Rex back. Thanks to Rex's healing factor, courtesy of his nanites, he didn't feel much pain.

As the insect changed in, Rex was able to get a successful punch in. He had knocked it away a few feet back and it landed flat on its back.

Rex walked up to the still creature. "I wonder" he thought out loud. He withdrew his Smack Hands and placed on of his hands on its shoulder. He tried to feel for nanites, but couldn't. "Just as I thought" Rex said. "You're not an EVO."

Right as Rex said that the beast lunged at him and pinned him to the ground and roared in his face. "Playing possum. Smart." He mused.

Rex was about to build his Punk Busters to kick the beast off of him. But a snarl caught his attention.

Jun took no seconds to spare and charged the insect with incredible speed. It only seemed like Jun just grazed the insect, but after a moment, blood spewed forth from the insect's collar thanks to her Devil Cutter. The insect took off to retreat. Jun noticed this and leaped after the retreating Beast. Jun landed square on the Beast's back and latched her claws onto the base of one of the insects larger wings. The insect started to fly in different direction and swooped multiple times, trying to throw the Devil Lady ofd its back. Jun kept her claws painfully enclose and digging into the hard exoskeleton that shatter under the strength of her talons.

Finally, with a simple, quick jerk, Jun pulled out the wing right out of its socket. Blood poured from the torn wing and the hole where it used to be. The insect screeched in pain and lost control of its flight. The two were hurtling towards a building. Jun jumped off the insect and landed with ease on the ground like a cat. As for the insect... WHAM! Like an unfortunate bug on a windshield of a speeding car. The unconscious body of the insect peeled off the wall and fell to the ground with a thud.

Jetray got to Rex as he turned back to normal and helped him to his feet. "You alright?" Ben asked

"I'm fine." Rex answered still looking at the battle. "She a friend of yours?" Rex asked.

"I just met her actually." Ben answered.

"So you didn't notice that she looks like some kind of naked bat-lady, right?" Rex asked.

"Hey, I was too busy trying not to get mauled back there, thank you very much," Ben retorted.

Jun approached the insect's bleeding body to finish it off when she heard the green flash again, Once it was gone, she looked in shock of what she saw, not another strange creature, but a normal human. The neutral hold was broken when the centaur's tail sneak attacked Jun, slamming her against a wall. In the meanwhile, the insect took off when it saw the Devilman distracted. By the time Jun realized the bug's retreat, the insect was already too far away to even try to catch. Jun let the Beast go and turned her attention back to the two boys again.

 _'Who are they really?'_ Jun thought, having her doubts about the the duo's true identities. There's no way anyone, not even a Devil Beast would have abilities as incredible as that. Then again, almost anything is possible if you come across someone who can become different creatures in an instant and another one who can turn his own limbs into machines.

A pair of devil-like wings unfolded from Jun back, and she took off to the night sky, leaving the two heroes watching her fly away.

"Huh, guess she's not the sociable type." Rex said.

* * *

 _ **Moments Later...**_

"Not bad, Jun. Your work tonight was almost as good as it was on the last hunt." Lan Asuka said to the woman beside her, wrapped up in a long, brown trench coat. "Could it be you're actually beginning to enjoy this and not fight what you are?"

Jun snorted to show how foolish such a thought was, though in the back of her mind, she did know part of her had enjoyed the killing of the wolf-beast and the dismemberment of the insect-beast. Of course, like all the other feelings her beast side produced, she suppressed it with a passion; knowing full well what would happen if she ever allowed them to rule her. "I'll always hate these hunts, Asuka!"

"Yes, I'm sure." The blond replied; sounding none-too convinced. "You've repeated that every time you kill, yet you keep killing. Makes one wonder, does it not?"

Jun made another noise, though it wasn't a snort. This time it was more along the lines of a low growl. Needless to say it sounded quite a bit more menacing than the first. Lan Asuka wasn't fazed though. She was very confidant and besides, she knew Jun better than to believe she'd do anything rash.

"Still, there must be a reason as to why you've fought so ferociously these last two outings. There must be a reason for that." It wasn't a question, and Jun recognized it for what it was. Asuka had a very good guess as to why. She was simply prodding Jun, baiting her as she often did on missions.

"Stop it," Jun whispered, trying to keep the anger out of her voice. She hadn't forgotten just how close Asuka had come to spilling the beans to Kazumi, and she didn't appreciate it. Nor did she appreciate the current subject of this conversation.

"Looks almost like I touched a nerve." Lan Asuka continued, now smirking. "If all I had to do was bring your little pet into this to get you to start acting like a proper Devilman, then I should have done it sooner."

Jun felt something rise up inside of her and realized that the beast was again trying to come out…her rage was getting the better of her. She quickly forced it back down and turned to glare at Asuka. "Stay away from her."

"I beg your pardon?" Lan Asuka asked, not sounding at all surprised by the reaction she was getting. Instead she seemed oddly pleased by it.

"I don't want you ever coming near Kazumi again!" It was about a vehement as Jun had ever gotten with Lan Asuka, considering the woman was her superior, not to mention the fact she just seemed intimidating and untouchable. "She has nothing to do with this and I want it to stay that way. If she knew about the beasts…if she knew about me…"

"She'd hate you," Asuka finished her statement for her, allowing her smirk to lessen slightly. "So that's what you're afraid of, humph!" Lan Asuka let out a small snort. "Of all things for a devil beast to fear, the resentment of a human; a little girl in fact."

"Unlike you, I'm still human!" Jun all but shouted, knowing full well just how feeble the words really were.

"You're about as human as she is," Immediately Jun froze, and her back stiffened. "Whether or not you want her to find out, one day she will. I was going to break the news to her before hand and try and make her transition easier…after all I could use another hunter…or even another motivator for my current one. But have it your way."

"Kazumi's not a beast and she never will be. She's more human than you or anyone else here is!"

Again Lan Asuka only smiled in answer, leaving Jun to fume for a few seconds before speaking again. "Maeda will take you home, I need to stay here and finish things up." And with that Asuka turned and walked back towards where several other HA members stood grouped together, probably discussing the most recent hunt.

* * *

 _'Where is she?'_ Kazumi thought, shivering from the cold of the night air. Currently she was standing outside of Jun's apartment building; or rather sitting outside of it on the steps at the front.

After finishing with the pictures she'd sat down to watch TV and had spent the better part of the evening like that; waiting for Jun to come home from her 'other job'. Of course Jun hadn't come back and finally Kazumi had come out here to wait; wanting to speak to her the moment she got back.

Yet still, after what felt like hours of waiting and watching the moth's buzz around the street lights, she still wasn't back! If Kazumi had had her watch with her she would check the time, but she felt too tired to go back up and get it, then come back down. In fact, she had to keep shaking her head to stay awake.

* * *

"Are you alright, Ms. Fudo?" Maeda asked, looking at her through the rear view mirror.

At first Jun didn't speak, and for that time Maeda wondered just what was going through her head. Then finally, "Sometimes, I can't help but hate her."

"Hate who?" It was strange to Jun how Maeda could sound so concerned while also managing to sound so detached.

"Asuka," Jun mumbled, leaning her head back against the seat. "Sometimes she's so heartless, so cruel I hate her…and then there are other times when I…" The model trailed off, and by the spaced out look of her eyes Maeda could tell she was thinking about something.

And indeed she was. Though there were times Asuka was cruel to her, there were other's when she appeared almost friendly, and even sometimes motherly. The more time Jun spent around the blond, the more she was certain she'd never be able to understand her.

"I think I understand you to a degree." Maeda said, after allowing Jun a few seconds of silence. "Sometimes, you can't help but respect her, and other's… you wonder just how someone can be so cold."

Jun sighed. She wasn't sure if that was exactly how she felt, though it was something close to it. "Maybe,"

"Ms. Fudo, I think there's something you should know. Lan's been having me keep an eye on your friend lately; the girl who moved in you, Kazumi Takiura." Immediately Jun was all ears. "I wasn't told why, but I was asked to report on where the girl went and if she was talking to anyone remotely interesting. I just thought you should know."

A million questions and thoughts zoomed through Jun's head at those words, but all that came out of her mouth was. "Thank you for telling me Mr. Maeda."

"You welcome, even though Lan said it would be best if you didn't know, she didn't order me not to tell you and I thought you should know, since she is in your care." Again an uncomfortable silence and then, "and here we are."

The car pulled up to the front of Jun's apartment building and the model muttered another thank you before getting out of the car. The moment she did, she let out a gasp. "Kazumi!"

At the sound Maeda looked to see what had so alarmed his co-worker and in and instant was stepping out of the car. "Is she alright?" He called to Jun, who was already at the girl's side.

Kazumi was sitting on the steps of the apartment building's interest, her face in her arms, which were folding up in her lap. "Kazumi, are you okay?" Jun cried, shaking the girl, instantly waking her up from her slumber."

"Jun, is that you?" She asked, rubbing sleep from her eyes and blinking up at her guardian. "You're finally back. I was getting tired of waiting." Her tone of voice was both soft and tired, showing no real edge behind the words.

"What are you doing out here, what were you thinking?" Just asked, the worried expression still plastered on her face."

"Waiting for you of course; I just said that." As she spoke Maeda moved up and almost as soon as he did so Kazumi turned her eyes on him. "And who is this?"

Maeda opened his mouth to say something, but Jun was beat him to it. "He's a friend of mine. "Now come on Kazumi, let's go back up to the room. Do you have any idea what time it is, or just how cold it is outside at this time of night? You could get sick."

"I'm alright, Jun. Don't get mad." Kazumi mumbled as she got up. "You just hadn't come back yet and I came out here to wait for you."

"You could have waited for me inside!" Jun said, scolding her friend one last time before putting her arm around the girl and walking with her towards the apartment building. "I'll see you later Mr. Maeda and thank you for everything."

"My pleasure Ms. Fudo," He said with a bow then got into the car. But he didn't drive away immediately. Instead he waited a few seconds, staring at the building the pair of girl's had just disappeared into.

He hadn't told Jun the full truth. Lan Asuka had told him a few days ago just why he was supposed to be shadowing the girl and he had to admit he just couldn't see it. The young girl, Kazumi, couldn't be a beast….it just didn't seem right thinking of her in that light. But what if she really was, or what if she had the gene, but it was latent. That was indeed a disturbing thought and one Maeda didn't want to mull over any further. After taking one last look, he put the car in gear and drove away.

* * *

 _ **The Next Day...**_

"How are you feeling this morning?" Jun asked Kazumi the moment she came out of her room, dressed for school, to eat breakfast.

"A little tired, but I'll get over it." As if for emphasis Kazumi let out a small yawn, then sat down at the table. "Is breakfast ready yet?"

"Coming right up, Kazumi." Jun said as she scooped the food from the frying pan onto a plate. Then, after turning off the stove, putting the plate in the sink, and rinsing it off, Jun came over to the table and set the food down between them, "You know, you wouldn't be feeling this tired if you'd gone to bed at a decent hour." Jun paused when she heard a small cough and a sniffle from her younger companion. "Nor would you be sick if you'd stayed where it was warm."

"Hey, I already said I was waiting for you, didn't I?" Kazumi muttered, sounding slightly exasperated; all the while spooning some of the food onto her plate.

"Still, you could have waiting inside." Jun replied, sounding very firm, which was unlike her. It was clear she wasn't pleased with the lack of care Kazumi had shown for herself last night.

"I could have, but I didn't." That pretty much ended the conversation, leaving the air between them silent for several moments.

Then Jun spoke, "Kazumi, I'm going to be home late tomorrow. I've got a shoot early this afternoon and it's just outside of the city limits. So I could be gone for a long time…and I don't want to see you outside waiting for me, understand?"

"Yes, I understand." Kazumi said with a sigh, and then perked up instantly at another thought. "I could make dinner and have it ready for you when you get back.

"No, that's alright. Just make yourself something. They'll probably feed us at the shoot anyway."

"Wow, I wish I could be there at the shoot with you… but I guess its going to be a while before I can do that kind of modeling. Well, I'd best get going." Kazumi then set down her eating utensils, grabbed her bag and rushed for the door. "See you later then, Jun?"

"You too, Kazumi and have a nice day!" Jun called to the girl as she left; praying that they both would indeed have a nice day.

* * *

"Is this all you have so far?" Lan Asuka asked as she looked over the highly detailed portfolio in front of her. However, despite the depth of the report, it was almost useless to her.

"I'm afraid that's mostly it so far, Lan." Maeda answered, giving his superior a small bow.

"Very well, if this is the best you can do, I have no choice but to accept it. Considering there is no one else I can rely on in this matter, at least none that match your prowess."

"Thank you." Maeda said, not quite sure how to take a compliment from Asuka, considering how rarely she handed them out. Yet his voice wavered not, and it remained as calm and practical as usual.

"I want you to continue to keep an eye on that girl as well as those two boys that were with Jun last night, and constantly make sure the man watching their apartment constantly checks for signs of DBT. As for the other two, I may have just found two more hunters. With incredible abilities such as those, they could be the keys to our salvation or the greatest threat we've ever faced."

"I'll see to it right away, although I'm not quite sure I see a point in it. Is there not a chance you could be mistaken about the girl? I can't really see her as a beast."

"No, I am not mistaken." Lan Asuka said with absolute certainly. "You are dismissed."

Maeda gave another small bow, then turned on his heel and left the room. The moment he was gone, Asuka let out a small chuckle at the man's naiveté. Though he was a professional, Maeda really seemed to find it difficult to see the evil in most people. Especially when it came to Jun and people around her.

 _'Thankfully for everyone, I do not share that weakness.'_ Lan Asuka thought as she looked down at the photos on her desk, one of which showed all the transformations that Ben had turned into last night and Rex using his builds as well as a young girl with brown hair, a smile, and beautiful green eyes...eyes that held the unmistakable sign of a beast.

* * *

Kazumi sighed as she put the chop sticks back on the now empty plate. Jun still hadn't come back from the shoot yet, and now the dinner Kazumi had made, or rather the half of it she'd reserved for Jun since she'd already finished her own, was getting cold. Even though her guardian had asked her only to get food for herself, but Kazumi hadn't listened. She'd made dinner for two and had even set out Jun's share on the table, waiting for her…where it still sat untouched.

On her way home Kazumi had called Jun's agency to try and find out how long she would be working, and had only gotten a vague answer, saying it would be sometime in the evening. _'Well, at least there's some good news in that statement,'_ Kazumi had thought at the time. 'She's actually where she'd said she'd be, rather than at her other job.'

The memory of that thought triggered another one, one that reminded her there was still something in her bag that Sakazawa had given her that she hadn't looked at. Quickly Kazumi scrambled for her school bag and withdrew the second, thicker package from its depths.

It took only a short time for the girl to rip it open and withdraw the promised video tape, which had 'To Kazumi' scrawled on it, and just as short a time for her to pop it in the VCR and turn on the TV. Not quite sure what she was going to see, Kazumi turned the volume down low, not wanting to be blasted by any exceptionally loud noises.

What was on the tape was just as Sakazawa had said. It was another tape of the man who turned into the monster after giving a short speech about, evolution. Yet this time, Kazumi could actually get a very good look at what was happening. She could even see the man's veins popping out as he grew. She had even been able to actually hear what the man had said, instead of bits and pieces of it like before.

Her thoughts racing, Kazumi pressed rewind, to view it over again. Was this tape, like the pictures, involved with this monster business of Sakazawa's? It was more than likely considering just how much of a one-track mind the man seemed to have… but what kind of connection did the man think all of this had to Jun…and why had he felt the need to warn Kazumi to distance herself from her guardian?

The tape was quick to rewind and once again Kazumi clicked play, watching and listening intently to what was said and done in the video. She also turned up the volume to make sure she didn't miss anything. The man definitely sounded nuts, although she couldn't deny that his transformation gave at least some credence to his words…still….

A sound from the front door caused Kazumi's eyes to widen and made her jump in surprise. It was the sound of a key being turned in a lock and a door opening. Jun was home!

Quickly Kazumi fumbled with the VCR, though not before the transformation and odd sounds started. Praying that Jun hadn't heard anything, Kazumi ejected the tape, opened the video drawer just below the TV and flung the tape in just as Jun moved into the main room. "Kazumi I'm home, how was your…" Jun stopped speaking the moment she noticed the rapid movement her charge had made. "Are you okay?"

"Oh, um, yeah I'm doing just fine. Why would you think otherwise?" Kazumi replied with a none-too convincing laugh. She knew it was too much to hope for that Jun hadn't noticed her stash something away in the drawer and sure enough in a second Jun was standing beside her, her eyes glued on the drawer beneath the TV.

"Kazumi, is there something wrong?" Almost frantically the girl shook her head in answer.

For a few seconds neither of them spoke and it looked to the girl as if Jun was thinking about something. Then, before Kazumi could say anything, Jun reached out, opened the drawer and pulled out the tape…the one with the word's "to Kazumi' written on it. "What's this?"

"Just a video tape a friend gave to me." Kazumi said, hoping Jun would accept the answer at face value…

It was then Kazumi noticed Jun's expression. She was biting her lower lip nervously as she eyed the tape and the girl could easily tell her guardian was very worried about something...was it the tape?

In that instant, while Kazumi was still silent Jun swiftly pushed the video into the VCR and hit play.

* * *

 _ **AN: Looks like things are slowly starting to heat up. Lan Asuka knows about Ben and Rex and Kazumi now has some idea about Jun's other 'job.' Also it looks like the villains are speeding up their plans. Next chapter will go into the second half of the anime, so stay tuned for that.**_


	5. Chapter 5

_**AN: Here's the next chapter. I kind of wish this story could get more feedback because I would appreciate ideas that reviewers might have and suggestions on how I can improve this story.**_

* * *

 _ **Chimerian Hammer...**_

Returning to the warship, Vilgax stood in the bridge, looking at the supposed leader of the Devil Beasts with sheer disgust on his face. He soon turned to the human EVO and demanded an explanation, "Van Kleiss, what is this abomination?! And why have you brought it here?" Vilgax snarled.

It was then that Satoru introduced himself to the warlord, "You can call me Satoru my dear Vilgax. I come with a proposition."

Vilgax raised a brow, "Oh really? And what does the likes of you think they can demand of Lord Vilgax?"

The psychotic child simply smiled, "I do not want to demand anything, Vilgax. I wish to offer something, in return for your...cooperation."

"And what could you possibly offer me, insect?" Vilgax demanded, "I possess a ship of hundreds of drones, and weaponry to level cities if not planets. What could a mere child and his band of deformed monstrosities offer me?"

"A chance to put it to use." Satoru replied with a large grin.

* * *

"Kazumi, I'm home, how was your…" Jun trailed off the moment she took notice of Kazumi's rapid movements. "Are you okay?"

"Oh, um, yeah I'm doing just fine. Why would you think otherwise?" Kazumi replied, not sounding very 'fine' at all to Jun. Immediately she started to worry. Her friend didn't often get like this, but when she did it was always when she was hiding something.

Jun eyes moved from her to the place where she'd seen the girl's hands go and moved over to where Kazumi was. Her charge had definitely put something in there, and it was something she hadn't wanted Jun to see. "Kazumi is something wrong?"

Quickly the girl shook her head from side to side, a nervous expression plain on her face. Now Jun really was starting to worry. She began to imagine all sorts of things that Kazumi wouldn't want her see.

The first thing that came to mind was the thought of drugs, considering she'd heard a lot of people got into that kind of thing at Kazumi's age, but Jun dismissed that idea very quickly. Kazumi just wasn't that type of thing. Yet that only lowered the possibilities by a small amount.

Without waiting for another word from Kazumi, Jun opened the drawer and withdrew what had been stashed within. It was a video with the words 'to Kazumi' written on it.

"What's this?" Jun asked; her mind racing. It silenced some of her fears, but made others worse, much worse. What if the tape was from Lan Asuka? That would be terrible, but it was all too likely a possibility.

"Just a video tape a friend gave to me." Kazumi said, still sounding very nervous. The tone was all Jun needed to here. After a few seconds hesitation she popped it into the machine and hit play.

To her left she could swear she heard Kazumi gasp, then a whisper of, "Jun, don't…" But it was already too late, the tape was playing and the noises were already filling the room.

It took only a few seconds for what she was seeing to register in Jun's mind and instantly she ejected the cassette, turned, and hurled it across the room, to smash against the wall with a loud crash. Jun had seen the video before; it was the one that had been sent to all of the news stations in Japan, the one with a man turning into a beast. Kazumi had seen…

"Who gave that to you?" Jun yelled, whirling around to face Kazumi who was backing away from her, her eyes wide with fear. Throwing the tape was by far the most violent thing she'd ever seen Jun do.

"Gosh Jun," She whispered under her breath, as Fudo took a step forward. She was breathing very heavily and if her expression was any judge, she was absolutely furious.

"Who gave it to you?" Jun demanded again, making Kazumi begin to back up more quickly than before. "Was it Lan Asuka?"

Kazumi, recognizing the name of the blond woman from the other day at the restaurant, quickly shook her head. "No."

"Who then?" Jun was now also moving forward. She looked angrier than Kazumi had ever seen her, even more so than the time Lan Asuka had eaten with them. "Did the man who was with me last night give it to you?"

Again Kazumi shook her head. "I told you it was just a friend of mine. You, um…don't know him."

Tell me his name!" Jun growled, and Kazumi began to get an odd feeling. It felt like something in the back of her mind was warning her, yet she didn't recognize it for what it was. The girl didn't realize that it was the same feeling a rabbit in a corner felt when a wolf is stalking it.

"I don't know if the name he gave me was real or not, but he said it was Sakazawa." Kazumi said, her voice faltering as she felt her back touch the wall.

"What did he tell you!" Jun asked, grabbing Kazumi's shoulders and leaning in close to her. In the brown haired girl didn't know better she'd have sworn Jun was actually snarling like an animal.

"He just asked me about you Jun!" Kazumi winced in pain as she felt Jun squeeze her tightly, and it didn't hurt just a little bit; Jun was squeezing her shoulders hard and all but shoving her into the wall! It hurt! Kazumi never would have guessed Fudo was that strong, nor would she have believed she was capable of getting this angry.

"What did he tell you and what did he ask!" Jun pressed further, and Kazumi swore that her eyes flashed a strange color for a moment.

"That's all!" Kazumi cried as she started to struggle. "Please Jun, let me go, you're hurting me!"

Maybe it was the pain in Kazumi's voice, or the terrified expression on her face…or maybe it was just the fact that Jun realized who was in front of her…either way, Jun suddenly felt herself snapping back to reality.

At that exact moment she realized several things. First, her roommate finally knew there was something out there, and even though she didn't know what, Jun couldn't hide it from her any more. Second, she was hurting the girl she'd wanted so badly to protect, and thirdly, she'd nearly unleashed the beast, transformed, and attacked Kazumi!

Immediately Jun let the girl go. "I'm so sorry Kazumi; I didn't mean to hurt you!" It was painful to Jun to see her friend staring at her with such obvious terror in her eyes.

"Jun?" Kazumi whispered, wondering just what had happened. One moment Jun was furious, the next she looked both pained and scared.

"Kazumi, I'm so sorry about everything…but I…" Jun took a rattling breathe and then continued. "But it's not safe for you here any more. I'll need to make arrangements for you to leave and move elsewhere."

"What?" Kazumi cried out aloud, hoping she hadn't heard right. Despite what had just happened she didn't want to leave Jun, especially not when there was something so obviously wrong with her friend.

"Here," Jun said as she pulled a wad of bills out of her pocket and handed them to Kazumi. "I want you to get as much of your stuff as you can easily carry and rent yourself a room at a hotel." The girl immediately opened her mouth to argue, but Jun cut her off. "Look Kazumi, I don't have time to argue, just do it and do it now! Also before you leave I want you to put anything else that man gave you on the table. I'll make all the arrangements as soon as possible, but until then you can't stay here! Now hurry!"

The rage returned slightly in her voice and it sent Kazumi scurrying off to do as she was bid, leaving Jun in the kitchen alone. From the other room she could hear her ex-roommate tossing some of her things in one of the suitcases she'd brought with her when she first arrived…Jun could also hear the girl weep as she did so…she was crying.

'And I made her cry.' Jun thought to herself as she crumpled on the floor. 'I nearly lost it with her…in fact I was closer to losing myself there than I was at the restaurant with Lan Asuka. God, I could have killed her! I could never forgive myself for something like that…'

While in the midst of these thoughts Jun hadn't noticed Kazumi come back into the room with a suitcase in hand. "Jun, I put the other tape he gave me and the pictures on the table…but I don't understand. Why do you suddenly hate me? What did I do wrong? What did I do to make you not want to be my sister any more?"

"Kazumi, I don't have time to explain," Jun said in a voice so soft that it barely carried all the way to Kazumi's ears. "Please, you have enough money to last a while, go to a hotel and stay there…please, just go."

"But Jun…" Kazumi started to say, and then stopped. She could now see the tears streaming down her guardian's face.

"Please Kazumi; I'm begging you, leave!" Jun all but shouted and this time, Kazumi listened. 'What am I going to do?' Jun thought the moment she heard the door slam, and, finally, she let the tears flow in full force.

* * *

 _ **Back on the Chimerian Hammer…**_

"An opportunity to use my forces you say?" Vilgax inquired.

"Indeed, with your aid, we can finally rid the world of those weakling humans and cement my kind's rightful place as the next step in evolution."

Vilgax turned away and was in thought about something like that. While he could care less about this child's personal agenda, the warlord has been struggling to destroy Tennyson for years now as some of his plans failed whether it is from Tennyson himself or his allies. If what this Devil Beast leader said were true, then he and his minions would have an advantage and will be a force not to be messed with. Still, there is also the matter of where exactly Satoru was involved in this offer, "And what is it that you wish in return?"

Satoru bowed a bit, "Merely a place at the table. With someone as evolved as I am, I will give you all you need for your victory against those you want dead."

Vilgax thought this over for a few moments and decided to accept his offer, but under one condition, "Very well, Satoru, I will accept your services and your word. But I won't make my decision of letting you join my armada lightly, unless you prove your loyalty to me."

Satoru heard that and knew that he has a lot to do before gaining his trust. So he bowed and understood the situation, "I understand, my liege. But before hand, I am in need of an assist in order to demonstrate my capabilities to you."

Vilgax raised an eyebrow as he wondered what this child wanted this time.

* * *

 _'I'm so sorry Kazumi,'_ Jun thought from her position in the middle of the floor of her apartment. She still hadn't moved since Kazumi had left. It had been quite some time between then and now, anywhere from ten to twenty minutes, and she still hadn't stopped crying.

Jun wasn't quite sure where Kazumi was right now, but she hoped the girl had done as she asked and was either already at a hotel or on her way to one…but even if she wasn't doing as Jun had requested; she was still safer than she would be with her.

She was alone now, that was more certain than ever. Jun had no one left now that Kazumi would be leaving her life. But in her mind, it was preferable to Kazumi getting dragged any further into this. The girl had already been put through enough because of Jun, and it was about time she put a stop to that. In fact, she probably should have done this sooner…but no…instead she'd let Kazumi come to stay her, let her think she'd found a home again, and kept her where the threat was greatest of all; right by her side.

"I'm so stupid!" Jun found herself sobbing into her hands. She should have known better, she shouldn't have been so stupid, she should have thought of Kazumi and not herself.

'If I'd done what was right for her in the beginning I could have saved us both all of this…misery. I knew it was my fault that her parents died, and I knew it wasn't safe for her to stay here…but like the horrible person I am I chose to let her stay, where I knew she was in danger, where I knew she could stay, with the me…with a murderer!'

She'd need to arrange for Kazumi to either live with someone else or, if that wasn't possible, to get the girl her own small place to live in until she could handle life on her own, but she couldn't, under any circumstances, allow the girl to stay in harms way any more; allow her to stay with her anymore.

 _'Damn it!'_ Jun raged in her own mind, resisting the urge to hit something nearby. Sometimes she wondered if suicide right after she'd found out she was a devil beast would have been the right idea. She'd almost gone through with it with the piece of her shattered mirror after her first major transformation…but she hadn't. She'd been too weak to do it then.

'But I can't do it now either.' Jun thought to herself. 'I have to at least wait, wait until I make sure Kazumi has a home to go to. Then, I can do whatever needs to be done.' Jun knew she must look a real mess, sitting there, crying on the floor, but she really didn't care right now. Pain consumed her world.

* * *

Watching across the street from Jun's apartment was the agent assigned by Asuka to keep close surveillance on both Jun and Kazumi, in the event the latter showed any signs of DBT. After hours of watching, he decided it was time for some fresh air as he opened the sliding glass doors leading to the balcony of his apartment. However his moments of relaxation was rudely interrupted as he heard a voice from behind him.

"Good night to be a creep, huh?"

The last thing the agent saw before his world went dark was a gloved fist heading for his face.

* * *

"Hey Kazumi, is that you." The sobbing teenager looked up through her tears at the large man standing nearby her, dressed in a raincoat. It was Sakazawa. "Are you alright?"

Almost immediately upon seeing him Kazumi felt a rage irrupt within her and she was in front of him in instant, her hand rearing back to let him have it. And 'let him have it' she did. It was a slap, not it hit, but it got the point across. "You're what's wrong! It's all your fault!"

"What?" Was pretty much all Sakazawa had to say. He really didn't have the foggiest idea what the girl was getting at.

"All of it!" Kazumi cried, lashing out again. This time Sakazawa took a step back, causing the girl to miss, come off balance, and fall onto her knees, making small noises of distress, anger, and grief.

"Hey now, what's the matter?" Sakazawa asked, reached down to help the girl up, without much success; for she knocked his hands away and stood up all on her own.

"Everything's the matter!" Kazumi sobbed, standing up as straight as she could under the circumstances. "All because of the pictures and video you gave me! Now she hates me! Now she doesn't want me to be with her anymore and I don't even know why! And you know what, I wouldn't care if she'd just let me stay with her! But, because of you she doesn't want me anymore!"

"So she found out about those, huh?" Sakazawa said, more to himself than Kazumi. He was vaguely surprised to see Kazumi was still alive. He would have suspected Jun would kill someone who came so close to discovering her secret, rather than letting her go. Still, who was he to fathom the reasoning of a beast?

"Yes, she did!" Kazumi was still in tears. "I wish you'd never given me those, I wish you'd never gotten me mixed up in all of this monster business, I wish I'd never met you at all!"

With that, Kazumi tried to flee, unfortunately she chose to rush past Sakazawa, rather than directly away from him, and he caught her by the arm before she could go. "Hey, hold on there!"

"Let me go!" The girl all but screamed. "I don't want anything more to do with you, I don't want Jun hating me anymore than she already does! I don't want…."

"Do you want to know why I gave you those and what it has to do with Jun?" That caused Kazumi to stop. "Do you want to know why she did what she did?"

The girl wanted to yell that, no she didn't know and she didn't care for the reason why…but she couldn't. Part of her really did want to know.

"If you knew, maybe you'd understand a bit better." He pulled out a piece of paper and scribbled something on it with a pen he'd produced from his coat, then he handed it to her when he was finished. "Here, meet me at this hotel in an hour, it'll be safe there to talk, and I can show you everything by then. Until then I suppose it would probably be best I left you alone, considering it's me your mad at."

At first, Kazumi wasn't sure how to respond, but then something clicked in her mind. If she knew why Jun had done this, maybe she could talk to the woman about it, and maybe convince her to let her stay with her again. Slowly, the girl nodded.

* * *

Jun wasn't sure how long she lay sobbing on the floor of the kitchen, what she did know was she was jerked out of it by her cell phone's familiar ring. For a few moments she vaguely considered not answering, but she quickly squashed the idea. If it was Lan Asuka, it was no use ignoring it. Jun pulled the phone out with shaking hands and, doing the best she could to control her voice answered it, "Hello?"

"Mrs. Fudo?" The voice that was on the other end of the line was most definitely that of a male, and one Fudo had never heard before.

"Yes?" She said slowly, not sure what to make of it. If it was a social call or someone trying to sell her something, she didn't know what she'd do, although yelling at the person on the other end of the line seemed like a very good option.

"This is Sakazawa, I'm not sure if you've heard of me, not that I care you see." Jun's eyes widened as she recognized the name, the one Kazumi had told her, the one who'd given her those tapes. "There's a letter just outside your apartment door, after I hang up this phone go and get it. The letter will tell you where to go to meet me tonight. Come alone."

"Hold on Sakazawa!" Jun found herself growling. She felt the part of her that was the beast roar at her to rip this man apart, and right now she wasn't sure if it was such a bad idea.

"Now, now, don't be so rude. If you want to see Kazumi ever again, you'll do exactly what I say. Meet me at the given place in one hour, and hurry. You don't have that much time." With that the line on the other end went dead.

 _'Kazumi!'_ Jun screeched in her head! Again she felt the twin emotions of guilt and anger boil up within her. It was her fault the girl had been out at a time like this and her fault she was now being used as bait! 'I have to go! This is all my fault…Kazumi…' Jun wiped her eyes and stood up. She had to see this letter for herself and get to the appointed meeting place, now wasn't the time to fall apart. 'If this Sakazawa has done anything to hurt you Kazumi…I'll kill him!"

* * *

 _'Jeez, these Human Alliance bozos are almost as bad as Providence was when Black Knight was running the show,'_ Rex mused as he looked down at the unconscious agent with contempt. Ben was in the apartment as well, looking over all the photos that were taken of that woman the Omnitrix wielder had faced the other day. Naturally, Ben felt sick to his stomach at this invasion of someone's privacy. These guys were getting more shifty the more Ben knew about them, not like the Plumbers or Providence at all. As for why Ben and Rex were here in this exact location you may ask? After the encounter with the devil beast, the two heroes stuck around for a bit to get some answers by following that weird bat lady. After making sure they were not seen by the military that were stationed at the scene, Ben and Rex had learned from listening in on the conversation between the bat lady who was revealed to be a woman named Jun and a blonde woman named Asuka. It turns out that there was a secret government sponsored organization called the Human Alliance dedicated to hunting down and controlling the outbreak of these monsters who were apparently called Devil Beasts were humans who have gone through some sort of genetic mutation.

Though, unlike Providence and the Plumbers who would try to either contain or cure monsters like these and only kill as a last resort, these guys prefer to shoot first and ask questions never. Judging by how this Jun Fudo expressed her displeasure and hatred for being forced to to hunt these creatures down like dogs, a fact that did not sit well with Ben and Rex, the two heroes decided to take a more diplomatic approach and try to get some allies on their side for their inevitable confrontation with their enemies while trying not to look like a couple of creepy stalkers while they were at it.

Finding out where Jun lived was not hard, considering the fact that she was a famous supermodel in this world, which begged the question on how she got involved with the military in the first place. As the duo arrived at the apartment, Rex sensed something with his technopathy, almost like a bunch of surveillance equipment from the adjacent apartment and what finally gave it away was a camera flash that came from the upper levels of building. Which bring us to right now as Rex looked out the window to see someone exiting the apartment.

"Huh? Where the heck is she off to at this hour?" Rex wondered as he saw Jun getting in her car and driving off.

"Now isn't that interesting?" Ben chimed in, "You don't think she's going out to take down another one of those monsters, don't you?"

"I don't know," Rex replied, "But something's definitely off here."

"Yeah. Come on, let's check it out."

* * *

 _ **AN: Yeah, Jun's pretty much been through the ringer since the first episode not unlike Akira in the original Devilman. Next chapter will dive into the events of episode 14 of the anime with some minor changes here and there, so I'll see you next chapter.**_


	6. Chapter 6

_**AN: Here's another update.**_

* * *

Once upon a time he was your normal average man, once upon a time he could have been called anything but a monster. Of course he couldn't have been called remotely human even before he'd become a beast. He'd lost that part of himself long before his physical transformation. He'd once had a real name, Quincy Claes. Now he was known as 'the Bogeyman', the nickname he'd chosen for himself based on his career choice. And the name had grown infamous as had his reputation as a child murderer and kidnapper.

But even he was cowed by the one in front of him. Satoru, though only a boy in looks, was more of a monster than he would ever be, and was much more powerful. "Hello Claes," He said in that sickening voice of his, "How's life been treating you, well I hope?"

"Why did you wish to see me?" Claes growled, though he was still in human form. He tried to sound like he was in control of the conversation, though more for his own ego than anything else. Satoru would likely see through it.

"Because I have need of your particular skills; I'm very fortunate in fact that one of your profession is in my service, don't you think? The bogeyman, a professional kidnapper and wanted serial killer. To think I'm speaking to a celebrity. I have a problem, no doubt you've heard of the beast by the name of Jun Fudo?" Claes nodded. "I've deemed it finally time to deal with her and get her out of our hair. The HA's getting to be too much of a thorn in my side. However without her, they're nothing at all. Course I could kill her in any number of ways, but this is the most suitable. It is not her that I'm sending you after though. This is your target." Satoru reached out and handed the 'bogeyman' a photograph.

Claes was surprised to see the girl in the photograph was high school age and dressed in a uniform that denominated the same thing as her age. She had short brown hair and green eyes. Very cute if he cared about that kind of thing, "Who is this?" Claes asked, almost leering down at the picture.

"The girl's name is Kazumi Takiura; she's a teen model if you couldn't tell already. Oh, did I mention she lives with Jun Fudo? Her parents were murdered not long ago and being as 'generous' a person as she is, she took the girl in, who also just happened to be a close friend of hers." The way Satoru said it made the whole thing sound rank with something sinister.

"Did she kill the girl's family herself?" Claes asked, referring to Jun. Satoru shook his head.

"No, but she as good as did so. I had them killed as punishment for her betrayal. Yet she's still on the HA's side, so this time I'll have to be forceful." Satoru's grin was offsetting even to Claes. "But I believe this situation should be handled delicately. On the back of the picture is an address, hotel name, and a room number. There you'll find the girl. Take her to the meeting place also written down, alive and mostly unharmed."

Claes growled. "Why not just allow me to kill the traitor, this Jun Fudo. I'm no weakling."

"And neither is she." Satoru replied, cutting off the argument before it even started. "I have something else in mind for her, the shapeshifter, the one who can manipulate machinery, and that troublesome journalist who seems to have taken an interest in her. Should that not work you may very well have your chance. However the girl must live until Jun is dead. Do you understand?" Claes nodded. "Good, go get her then."

* * *

 _'This is the place,'_ Jun thought as she stepped out of the car and looked at the large house in front of her. The neighborhood and the house were both grey and desolate now. No cars, very little light. This wasn't a nice neighborhood though it looked like it may have once been.

The house itself was large and looked the same as the neighborhood around it, like it once held some kind of great light or happiness that died out a long time ago. It was large and had two stories, meaning the family who owned it had been at least somewhat well off.

The model closed the car door and approached the entrance of the house. When she reached it she knocked on the wooden frame and called out, "Hello is anyone here?" No answer. "Kazumi?" Still nothing.

Jun reached down and tried the handle. The door swung open. Someone had left it unlocked. "Hello?" She called again as she stepped inside and closed the door behind her. "Where are you?" Again no one answered her call. She'd stepped into what appeared to be an entrance hallway going towards the main room, while another part went up what appeared to be stairs. Deciding to try the downstairs first, Jun walked down the hallway and entered the main room.

It was huge, seeming to be made up of a living room, dining room, recreation area, and several doorways that led off into separate rooms or hallways; she wasn't sure which. The last feature she noticed was the kitchen that connected to it. In the living room half there appeared to be several chairs and even a large couch. On the other side was a dining room table with several chairs and between the two sat a large piano. Unlike the rest of the place the piano wasn't at all dusty, instead it appeared very well cared for.

Jun approached it slowly, her eyes still taking stock of the place. "Kazumi?" She called again as she did so, knowing full well only silence would reply. She noticed that one section of the wall was dominated by a large sliding glass door leading outside into the back yard. When Fudo reached the piano she ran her fingers over the keys, which were laid bare.

She wasn't sure what she should do. Jun was scared to death Kazumi might be hurt. The last thing she wanted for the girl was for her to be hurt again. She'd already been responsible for bringing so much pain to her friend already she didn't want anything more to befall her; especially when it wasn't even her fault! It was all Jun's…it was all hers and she knew it.

"Like it," A gruff voice called from behind her, causing Jun to snatch her hands away from the keys and whirl around. "My daughter used to play it, while she was alive." She recognized the man speaking. He was the same bum she'd seen her manager and Kazumi talking to before. Although this time he was better dressed, though just as unshaven as before. He was standing in the doorway she'd just come through. More than likely he'd come down the stairs after she'd entered and up behind her. This had to be Sakazawa.

* * *

 _ **Ben's Universe**_

Gwen Tennyson couldn't think straight, not with her cousin Ben missing in that other universe. She needed to do some meditation, like Grandma Verdona taught her to do. Anodites need daily meditation, that's what she'd said. ' _You can't hope to control your mana unless you control yourself_.' At first, she'd thought that just meant controlling her temper, but over time she'd come to realize it meant controlling _everything_ about yourself.

She was right in the middle of the meditation when Grandpa Max walked in the room. "Sweetie, I have bad news."

"Is it about Ben?" she asked, hopping to her feet.

"I'm not sure, but it could be related. The Plumber transport that went to find Vilgax after that last battle between him and Ben, they never came back."

Gwen's eyes widened in fear. "No... No, no, Grandpa, I was _there_ , there's no way Vilgax could have come back from that. Ben..."

"I know, Gwen. It was a sacrifice I was sorry that Ben had to make at such a young age. It's never easy killing anyone, even someone as evil as Vilgax. I should know, I tried to do it twice."

"Grandpa, do you think Vilgax went to the universe that Ben's in now?"

"I don't know, but I'd be surprised if Vilgax wasn't going after Ben, even if he's still in this universe."

Gwen felt herself slump back down onto the floor, more frightened for her cousin than ever. In their last battle, Ben nearly killed Vilgax when he used Ascalon to absorb Diagon's essence and all the powers the warlord had stolen into the weapon. If Vilgax could have survived that and regain his former strength on top of that, then he might truly be invincible, just like he boasted every single time they fought. Every nightmare she'd ever had in her life paled in comparison to the possibility of Vilgax still being out there.

Gwen slipped back into meditation mode, searching metaphysically for someone that would be able to help them—Professor Paradox. The Time Walker should be able to find Ben no matter where in existence he was. In fact, that he hadn't shown up already was a big surprise. Then again, he never showed up at all when Ben went on that unexpected field trip to Rex Salazar's universe, maybe the professor was a little slow on the uptake sometimes. It had to be hard keeping track of things when you've experienced everything since before the dawn of time and long after the end of the universe.

There was a knock on the door. She'd been so invested in trying to contact Paradox that she hadn't seen Grandpa Max leave or close the door. She opened the door to see Kevin Levin standing there, an odd look on his face. "We got a visitor."

* * *

"Are you Sakazawa?" Jun asked, her eyes glued on the large man. He was wearing brown pants and a similarly colored, musty overcoat over a white button-up shirt. Overall he was only slightly better dressed than when she'd seen him disguised as a bum.

"Yeah that's me. I wish I could say it's nice to finally meet you, but its not." He spoke with a gravelly voice; one that matched his face very well. "But I suppose I should be polite enough to welcome you to my home, or rather to what used to be my home."

"So you're the one who gave Kazumi the tape?" He nodded. "And the pictures?" He again nodded. "Where is she?"

The man plopped down on the couch and sighed. "You know I used to live in this house along with my wife and kid. It was decent sort of neighborhood then. Everyone knew everyone else and the kids could even be out after dark in safety."

"What have you done with Kazumi?" Jun reiterated, raising her voice. She wasn't sure what he was getting at and she really could live without knowing. All she came for was her friend.

"But then wile I was working late one night, both my wife and my daughter were murdered. It was the day of my little girl's birthday no less and not a week away from a big piano recital of hers. After my wife and Yurika died the neighbor's scrambled to leave, considering the killer was never caught. No one really comes up here anymore besides me, and I think they all tried to do their best to forget about it. The most my family became to them was a ghost story. I've even heard printed on the internet somewhere that the spirits of a mother and daughter still roam the place, looking for the father who never came home. Utter nonsense really, but I can't just let the house go or let what happened drop, not like everyone else."

"I don't care about your problems; I didn't come here for that! Now where is Kazumi?" Really Jun felt some sympathy for him, or rather she would have if it had not been this man who'd revealed Jun's world to her roommate then kidnapped her.

"You've got a one track mind, don't you?" Sakazawa stood up, yawned, and headed over to the sliding glass doors. "Come on, let me show you something. Then you'll begin to understand a little bit better."

After he slid them open he stepped out into the night, followed hesitantly by Jun. When she first got out her eyes had to adjust, which they did very quickly considering what she was. When they did though she gasped. Tied to a wooden pole driven into the ground was a person. "Is that Kazumi?" She cried, worry evident in her voice.

"No, take a closer look." Jun did, and realized it was a man, dressed in street clothing and trying desperately to free himself from his bonds. "He's just your ordinary, taxpaying, drunkard. I was extremely lucky to stumble across him. You know why?" He pulled a piece of dried beef jerky from his coat pocket and tossed it near the man. To Jun's horror he screamed as his stomach split open, becoming a toothed mouth, which stretched forward and devoured the jerky before returning to normal. "Or at least so he appeared."

"Why would you keep a beast tied up like that?" Jun asked, unsure of what to make of the situation.

"He's the perfect tool to expose your kind to the rest of the world. I'm tired of cover-ups, of people laughing when I tell them the truth. And most of all I'm tired of seeing people be hunted by your kind. If I have my way no one will suffer like I have at the hands of a beast ever again. I'm going to reveal you creatures to everyone."

Now Jun understood. This man was out for revenge, and all because a beast had killed his wife and daughter. What she didn't understand was why he brought her here, or why he'd kidnapped Kazumi.

"And you're going to help me do it." A brilliant flash of light nearly blinded Jun, causing her to cover her eyes as she heard the tell-tale clicks of cameras. "You're going to help me show everyone exactly who the enemy of mankind is." Jun opened her eyes and for the first time realized the yard was littered with camera equipment. Sakazawa even holding a small flash camera himself. "Now, smile for the camera."

"No, stop!" She started to panic, still shielding her eyes from the now flashing cameras. This was exactly like her first encounter with a beast. "Don't take my picture!"

"Why don't you pose for me?" Sakazawa's voice cut through the panic that was starting to engulf her. "You are a model after all. So be a good little girl and transform. Let's show everyone what you are, a killer.

"I'm not a killer," Jun started to sob. "I never wanted to be. I never wanted to hurt anyone!"

"You lie," Sakazawa's personal camera flashed as he advanced on her. "you killed Kazumi's parents didn't you?" Jun shook her head feebly. "And that high school swimmer friend of yours, and that model too! You killed them all, didn't you? You even want to kill me right now."

"I don't! I never wanted to become a monster." By this point Jun was all but hysterical. The situation was all too much. The only thing that kept her from losing her head completely was that, if she did, she'd become a monster again. That was the last thing she wanted. Hell, that was what had started the whole damn mess. No one would have gotten hurt, not Kazumi, not her parents, not Aoi, not anyone if it hadn't been for her. She wanted so badly to stop the pain, to stop others from being hurt. _'He's not righteous.'_ Jun yelled in her own mind. _'Remember he kidnapped Kazumi. As much as you might agree with him he still threatened her.'_

"I'm surprised Kazumi lived so long under your care. Were you planning on killing her after you…" But his tirade stopped as he was suddenly knocked down into the ground by a blue and black blur causing Sakazawa to drop the camera, much to Jun's surprise. Then blue veins covered the surrounding cameras as they instantly short circuited. The blur was revealed to be XLR8 and the one who disabled the cameras was Rex who casually stepped out of the shadows, "Hey," Rex greeted, "Mind if we cut in for a sec?"

"It's you two! From last night," Jun exclaimed, not expecting to see the two enigma that she had encountered before.

"Don't worry, we're on your side," XLR8 replied as he turned back to normal in a green flash of light.

"We heard everything, we got your back," Rex assured as he gave Jun a grin and a thumbs up.

"So, you really were planning to kill me all along, judging by your two friends over here," Sakazawa sneered as he got up.

Ben glared at the journalist as he got ready to activate the Omnitrix if things got too heavy, "I would step back if I were you, this doesn't need to escalate any further."

"No! Her kind needs to be exposed for what they really are, just a bunch of mindless beasts," Sakazawa snarled.

"I'm sorry for what happened to your wife and daughter, I truly am," Ben sympathized, "But would they really have wanted you to ruin someone else's life? Is that how you want to honor their memory?"

"Shut up!" Sakazawa shouted now, "You don't get to say that!"

Before anyone could say any further, a strange, almost haunting melody of piano music started to play. It could be heard coming directly from inside where the piano had been sitting.

"Yeah, that's not creepy or anything," Rex quipped.

"That song… I've heard it before…Yurika!" He tried to run inside, but Jun stopped him with one hand.

"Wait," She hissed, shaken out of her haze by the sound of the music. "That can't be your daughter Sakazawa. You told me she's dead."

"She's right you know," The music stopped and a silky, snake-like voice called out from inside the house. A figure appeared in the doorway of the still open sliding glass door. "The dead don't come back at the beck and call of a mere mortal. The afterlife's their home from now on."

"And just who the heck are you supposed to be?" Rex questioned, a bit caught off guard by the appearance of a boy who looked like he was still in elementary school.

Jun gasped. "You're that boy." She remembered him. He had the same slanted eyes, brown hair, and even the same clothes on as before. He'd been the one who'd threatened to kill Kazumi, and ended up having her family killed instead. He'd also turned into a moth and he'd…Jun let that thought trail off. In addition to being a traitor to what she was, he'd accused her of something much more personal.

"Long time no see, Jun and you must be this Ben Tennyson and Rex Salazar I've heard so much about." The greeting, though outwardly jovial was laced with a cold and dangerous tone. "And greetings to you as well Sakazawa. I really should thank you for bringing these three to such an isolated spot and for putting that poor girl right where I could find her. You've made things so much easier for me."

"What?" Jun opened her mouth to say just that, but Sakazawa beat her to the punch. "Do you mean Kazumi?"

"Yes, I do. A very clever plan indeed, yours was. Not that I can let you implement it, however amusing the show you've made is. Just so you know Jun, he never really had her at all, he just got her out of the way and used her as an excuse to bring you here. Just though I'd let you in on the secret. You won't tell anyone will you?" His grin made him look completely mad from the model's point of view. It showed every unusually sharp tooth he had in his mouth.

Jun turned to Sakazawa. "You didn't kidnap Kazumi? She demanded an answer. If it was no, then the girl was in the hands of someone much worse now.

"No, I just sent her to a hotel on the other side of town. Didn't want her any more involved in this. I also left money and a note telling her to stay there the night and use the cash to further her own independent living. I was after you not her."

"Yes a very human thing to do; not living up to one's threats and bluffs. Fortunately I'm not human and don't share that weakness. It was easy to catch her and now I hold the advantage."

"Where is she?" Jun was getting tired of asking that question. She just wanted Kazumi that was all.

"Do you remember passing a junk yard on your way here?" Jun nodded hesitantly. "She's there and very much alive; so don't worry your pretty little head about that. She's waiting very patiently with a friend of mine. When I'm done with you four I'm going to head over and say hello, then kill her." Fudo's fists clenched. "After I tell her just who's at fault for all of this and who you really are."

 _'I can't transform,'_ Jun thought, forcing down the beast. _'Not in front of Sakazawa,'_ She wasn't sure if he had any backup cameras around, but she'd have to wait.

"You know old man, I knew your daughter once. I used to be her little playmate." Sakazawa blanched. "She was so lonely because daddy wouldn't spend time with her. Then you know what, one day she said I was scary. So I killed her."

Ben and Rex looked on in horror, _'This kid...he's nothing but pure hate!'_

"You," Sakazawa stared disbelievingly at the small boy in front of him. "But you're just a kid."

"Poor fool; he doesn't realize I'm a different life form." Jun wasn't sure who he was talking to with that statement, but she was sure of one thing. He was completely insane.

Ben felt anger consume him as he clenched his fists. Kid or not, he wasn't going to let him get away with this.

Rex wanted to teach this brat a lesson he wouldn't forget. No one gets away with killing innocent people on his watch, especially when it's little kids.

"You sick little bastard!" Sakazawa yelled and Jun had to stop him from rushing forward straight at the diminutive beast.

"I'll kill you too," Satoru snapped his fingers and a loud ripping noise sounded from behind.

"You caught that beast too easily." Jun said softly as they turned back to what had been until then a tied up street bum. The mouth at its belly was still there, but the rest of it had become a red-skinned bloated, disfigured, clawed monstrosity that now towered over the four of them.

"You lot seemed so anxious to play with each other a moment ago; so don't let me spoil your fun. I only wanted to play too." With that the child laughed.

* * *

 _ **AN: Next chapter will have**_ _ **things turn out a bit differently than the original episode of the Devil Lady anime and we'll see**_ _ **what has been going in Rex's universe since Vilgax invaded it. So stay tuned.**_


	7. Chapter 7

_**Ben's Universe**_

He was called Agent Six. He'd been trained by master assassins, taken down dictators in third world countries no one had ever heard of (the countries, not the dictators), been one of the key people behind the downfall of the Consortium. He'd taken on Van Kleiss and held his own, fought countless Black Pawns and survived, defeated EVOs twelve times his size, but this Malware had nearly killed him, and it made him angry.

Anger wasn't an emotion that Six felt often. He was normally very calm, cool and collected. He could often see the way out of a situation quicker than anyone else because he could always think clearly. It was a trait he valued, and one that had gotten him out of more than one sticky situation. But, the way Malware had absolutely beaten him... it had gotten to him. He needed revenge, and he needed it _now._

The teenager and the old man entered the room again. "My name is Max Tennyson," the old man identified himself, "Magister of this sector of space."

"What's a Magister?"

"It's a rank, equivalent to general. I'm a Plumber."

"So, in this universe, plunging a toilet puts you in the military?"

The teenager slammed his fists down onto the wooden table between them, and his hands began to mimic the texture of the wood. "The Plumbers are an intergalactic defense force, and don't act like you don't know that!"

Six turned his gaze onto the old man, though neither one could tell thanks to the sunglasses he wore. "Tennyson, huh? Just like that kid, Ben?"

The old man's eyes widened in surprise. "Ben? What do you know about Ben?"

"I met him, a few months ago, when he and the Alpha Nanite came crashing into my version of New York. He can vouch for me, if he's here."

The teenager balled his now wooden hands into fists again, ready to punch. "You know darn well he's not here, so stop pullin' this junk!"

"Kevin!" the old man said, a stern-ness to his voice. "He doesn't know where Ben is any more than you or I do." He focused his attention back on Six. "You're from Rex's universe, then."

Six nodded. "I am."

"How'd you get here?"

"This psychopath named Van Kleiss has a multidimensional gateway in his throne room. I borrowed it for a minute after destroying a bunch of robots that were guarding it."

"So, what are you doing here?"

"I needed to find you people, because of the aliens that came from this dimension and turned mine into a warzone stuffed with body bags."

"Aliens?"

"A red and black one with a laser for an arm."

"Malware?" Kevin asked in surprise.

"That's what he said his name was. He was a handful, and he took us down in less than ten minutes. After him came one that called himself Vilgax." That name sent obvious shivers down both of their spines. "I take it he's a problem?"

* * *

When the visitor said Vilgax's name, Gwen felt her heart stop. She couldn't—no, _wouldn't—_ believe it. Vilgax couldn't be alive. Vilgax being alive was as much of a contradiction as China being a part of the United States. There was no way it could be true.

Grandpa Max walked into the room, followed by Kevin. None of them spoke for a few minutes, and Gwen knew why: they were all terrified. Vilgax was alive, Ben was missing. Odds were good that he was dead.

* * *

Six waited for the old man and the teenager to return, and this time, they were followed by a teenage girl. "So, what's the verdict?"

The girl said, "You're going to take us to your universe, and we're going to help you take it back."

"We'll need back up, full military support. And we'll need to free Holiday and Bobo."

"Who's Bobo?" Kevin asked.

"Bobo Haha. He's a sentient monkey."

The old man scratched his chin. "This is going to be a handful, isn't it?"

* * *

"This was a trap!" Jun shouted, stating the obvious.

"What tipped you off?" Rex said sarcastically.

Jun ignored him as she pulled Sakazawa out of the beast's path as it swiped at them. Then she rolled away, trying to split its attention between them. It more than likely would consider her the greater threat, considering what she was. She was right.

"Yes it is, nice of you to notice." Satoru watched the whole scene with a kind of gleeful malice. Again Jun was forced to tumble away as the mouth-for-stomach beast rushed her.

"Damn it," Jun cursed and stood up. The ugly monstrosity was turning to her again.

"Well Jun, what are you waiting for? Fight back." Satoru seemed to know something was staying her hand.

 _'He's right, I'll need to if I want to make it out of here and help Kazumi.'_ Jun straightened her back, preparing herself for what was to come. Then she heard Sakazawa yell something and it came through loud and clear. "How many people have you killed?" Slowly Jun let her hands drop. Those were had splintered her nerve and also reminded her of the damn cameras. And then there was the fact she'd again have to turn into a monster. Jun still had yet to get over that. Even after all of this time what she became still horrified her, and indeed as Sakazawa had said, she had killed people. As terrible as it was to do so, she'd killed.

When the beast came at her again Jun only dodged, but she felt the wind as its claws nearly touched her hair. It was getting used to her movements. "Come on Jun, transform. That's what its there for."

Just as the beast was about to lunge at her again, a crystal pillar erupted from the ground to knock it back. Ben who had now transformed into Diamondhead stood in front of Jun with his left arm formed into a large blade, before the beast could respond; One of Rex's Smack Hands slammed into it's chest, knocking it back.

"Hey, forgot about us?" Diamondhead said.

"Yeah, what are we, chopped liver?" Rex agreed as he was eager for a fight.

As the two heroes continued battling with the beast, Satoru turned to grin at Sakazawa. By this point the man had picked up a metal baseball bat. "You spoiled my fun with that little outburst of yours. She won't transform now." Sakazawa didn't reply. He rushed the boy, swinging with all his might. Satoru easily evaded it though "I was looking forward to watching those three fight before they died."

"You shut up. I don't care; they're as much of a monster as you." He swung again and hit only thin air. In fact the boy was behind him now.

"My, my, you are indeed terribly stupid." Sakazawa turned; ready to swing again the moment he got close enough. "So much like her in a way."

"What do you mean?" Sakazawa demanded, holding back until he at least got an answer.

"I mean you and her are on the same side. Amazing isn't it that you two came into conflict so easily, with no help from me whatsoever. All those people she 'killed' were my own kind, not yours." Sakazawa's eyes widened. "Now," Satoru whistled to catch the transformed beast's attention. "Kill this man first, he's boring me."

The monster turned and charged at Sakazawa, who stood petrified; almost like a deer in head lights. "Hey dude, will you get out of the way!" Rex yelled as he tackled Sakazawa out of the way. That is probably what saved him. Unfortunately, the claws ripped right through the upper torso and left arm of his savior.

Rex screamed and stumbled back, clutching at the wound even though it was too long and deep for him to cover as his nanites quickly went to work healing it. Sakazawa layed there for a few seconds, as if not quite believing what had just happened. Then he leapt up and, with bat in hand, he ran at the cameras he'd set up and struck them down. "I've had enough!"

Satoru's eyes widened. He hadn't expected that. The journalist was quicker on his feet than he'd thought. Then he noticed Jun stand up straight and stare at the beast in front of her. "Thank you, Sakazawa." He heard her say in a faltering voice. It seemed as though she were having to force herself to do this.

Then she transformed, her body growing, skin thickening, and fingers elongating into talons. She'd transformed into a devil beast once again. Roaring in defiance, as if its opponent's change meant nothing, the creature that had once been the bum lashed out. Using the blade-like protrusion on her wrist, she blocked the swing and lashed out with her other hand. In a flash of blue colored light, the energy arching from that wrist sliced it in half. With soft thuds the pieces dropped to the ground.

Sakazawa dropped the bat and pointed the camera strapped to his neck at Jun. He aimed it at her face, focused in and…stopped. The man gazed at her face for a full five seconds to be sure, and then lowered the object in his hands. "Those are tears," Sakazawa said softly. There had been tears streaming down Jun's face, despite her transformation.

"Some threat, huh?" Sakazawa turned to see Ben having turned back to normal, staring at him with a stern look causing the reporter to look down in slight shame.

Satoru meanwhile blinked in surprise. Then he started to giggle. "I must say you've gotten stronger since I last saw you and the two of you are every bit as powerful as Vilgax and Van Kleiss said you were." This statement made Ben and Rex look at the boy with surprise and shock. Satoru then snapped his fingers and two seven foot tall black birds with bulbous yellow eyes and gigantic wingspans landed on either side of him. "Allow me to introduce Kisuke and Makoto, two acquaintances of mine."

Ben, Rex, and Jun readied themselves for another fight. The odds were still in their favor.

"Remember when you get to hell that it is always best to save your trump card for last."

There was a sloshing noise and Satoru was forced to cover his eyes as something was splashed on him and his two compatriots, who were shaking their heads to clear their three eyes each of the liquid. "Well I'm playing mine now," a gruff voice called.

Satoru looked at what covered his hand and his eyes widened. "Gasoline," he whispered when he recognized the smell. Then, before he could react Sakazawa threw an arm around him, holding him in place.

"I'm taking you to hell!" Sakazawa shouted angrily as he produced a lighter in his free hand and lit it. "And when we get there you're apologizing to Yurika!" Then he dropped it.

Ben, Rex, and Jun watched in horror as all four of them; Sakazawa, Satoru, and the bird men all went up in flames. "Get out of there," She yelled, in another green flash of light, Ben transformed into Water Hazard to put out the flames as Jun dove in, grabbed Sakazawa and hit the air; flying him around to the other side of the house with Ben switching to Jet Ray and Rex using his Boogie Pack to follow right behind her. Once the heroes landed, Jun immediately used her claws to remove his burning garments, and put anything she could out with her wings. "Are you alright?"

It was a stupid question. He was covered in severe burns and his skin had peeled from where she'd ripped off his clothes. "Well, I've been better," He said softly and coughed.

"Aw man dude, those...those are third degree burns! What the heck were you thinking?!" Ben shouted.

"You intended to die from the start, didn't you?" Jun asked, sounding as kindly as she could while transformed. She was very glad he hadn't used that trick on her.

"Maybe I did." Sakazawa gave a smile and winced as she shifted. He wasn't a young man, and his injuries were serious. "Doesn't matter now, does it? I've done what I set out to do, get the bastard that killed my family, and now I'm going to see them soon. The whole thing worked out pretty well for me. Jun opened her mouth to say something, but Sakazawa continued. "Well, it looks like I'm going to have to eat my words. I was wrong about you. The junkyard's not far from here; go and find Kazumi. Go and protect her."

Jun nodded her head and resisted the urge to put her clawed hand on his shoulder. "Thank you Sakazawa."

"Nah, don't thank me. I'm a foolish old man who can't…who can't…" He was starting to fade and Rex helped him lie down. From the moment Jun pulled him out of the flames she knew he was dead. Yet it seemed there was something he felt he needed to say. "Miss Fudo," His voice was weakening as he went. "When I found Kazumi outside of your apartment building she was in tears. She said she wanted to stay with you… and that it was my fault you were throwing her out…I'm sorry."

Jun felt the urge to shout, but resisted it the same way as before. After thinking about it for a moment she just sighed. "It's better this way. It's my fault she got hurt… and at least this way she'll still be safe away from me. When I rescue her," she put an emphasis on 'when'. There was no 'if' where she was concerned. "I'll make sure she's set up well, where I'm far away."

Sakazawa scoffed. "About as safe as my family was. Just because you're not with her doesn't mean she'll be safe. It just means you won't be there to help her should something happen. Considering what I saw back there, if anyone can protect her and keep her safe it's you and you two friends here." With that, and a relieved expression, he laid his head back and closed his eyes. Then with an exhale of air he ceased to move.

Ben lowered his head in sorrow, while it took all of Rex's self control not to break the wall next to him, Jun did the best she could to try and wipe her eyes, despite her talons. Whoever said people look peaceful in death lied their asses off. It was a morbid image of a mannequin than a sleeping person. But the trio couldn't think about that right now. Jun stood up, opened her wings, and took to the air as Ben transformed into Big Chill and Rex built his Sky Slyder in order to fly right after her in pursuit. It was time to do what Jun set out to do, rescue Kazumi.

* * *

 _ **The Junkyard**_

Claes watched the girl squirm on the pile of scrap metal he'd laid her down on. He stretched his arms and took a deep breath, letting it out slowly. The sounds of her struggle and discomfort were actually getting him excited. It took all his effort not to disobey Satoru's orders, transform, and gut her on the spot. Oh how long it had been since he'd gotten to kill an underage girl. But he'd have his chance soon enough. So Claes waited. He didn't have to wait long.

"Get ready," a voice hissed as a ruffled, brown haired boy with moth's wings protruding from his back alighted on another pile nearby. It was Satoru, but he looked a little worse for wear. His jacket was gone, the rest of his clothing all but destroyed, and Claes could even see burns. _'Ouch,'_ Burns took slightly longer for beasts considering the heat cauterized the wounds flames make.

"Is it time to kill her yet?" Claes asked, looking eerily hopeful as he indicated Kazumi, who whimpered.

"No you fool," Satoru growled as he walked over to the bound brown haired girl. "The target's still alive, and should be on their way here. Transform and prepare yourself. You can kill those three after you finish with the task at hand."

Claes grinned and let the beast out. Black hair grew all over his body, his face changed to resemble that of a fanged rodent; his ears elongated and formed cones not unlike those of bat ears. Talons grew out of his hands and feet.

Satoru didn't bother to watch however. He needed to hurry if he wanted to play his game and have his fun. The fire had been a nasty trick, but unlike Kisuke and Makoto, such petty human methods wouldn't be the end of him. While Ben, Rex, and Jun were seeing to the human, Satoru had made all haste to reach the junkyard ahead of them.

When the boy came to a stop it was directly next to Kazumi." Hello little girl." It was an odd statement , considering Kazumi was in high school and Satoru looked like he was 10, but she wasn't in a position to argue the point. "Do you know why you're here?" The girl shook her head. Her hands were tied and she was gagged, so her responses were rather limited. "Let's talk." Satoru smiled and pulled the gag out of her mouth.

"Who are you people?" Kazumi cried the moment she was able to speak. Then she saw Claes' new state and she screamed.

"I think you realize now without me having to answer that question. "You've seen our kind before, haven't you? In fact a good many times more than once."

"You're… the things that killed my parents." Kazumi was trembling with fear, all the while staring at Claes, who was barring his teeth menacingly at her.

"In a way yes, we are. But the real one at fault for that has yet to arrive. We're all around you Kazumi Takiura, yes I know your name. We're old friends Jun and I." Somehow Kazumi wasn't comforted by that thought.

In her mind she was frantically trying to work things out. She'd just seen a man turn into a monster, obviously the same kind that Sakazawa had been so obsessed with and even she'd seen on occasion. These were the same type of monsters that had killed her parents. She was terrified.

"Well since our guest of honor has yet to arrive lets have a little chat. You're here because of one thing and one thing only. Do you know why your parents died?" Kazumi shook her head. "Should have known you wouldn't be told; maybe I should start with what we are. They teach you in that school of yours, right? So you should know the Theories of Evolution, more importantly the rule of survival of the fittest. Let's go deeper than that, what happens when things cease to change?" There was no answer. Sharply, Satoru kicked Kazumi in the ribs, causing her to cry out. "Tell me what happens!"

"They die," She said through clenched teeth, but she didn't cry. She wasn't going to cry just because she'd been hit.

"Very good, you're a bright girl aren't you?" Satoru checked the skyline again before continuing. "You know the evolution of mankind has virtually stopped. Meaning, could it be true, we're going to die out. Fortunately not all of us have ceased to evolved; that's what we are Kazumi. We're evolution. Of course that does mean the lesser species must die off, but that's life."

"Is that why you monsters killed my parents?!" Kazumi half asked, half yelled. Satoru didn't seem the least bit phased by her words. He'd been expecting her to say something of the sort.

"In an indirect way I guess, but that's not really the reason. There's a much more specific reason for why your family had to die, and why you almost died with them. Come on, that's only one guess down. Try again."

"I don't know okay." Kazumi didn't know what the boy's game was and she didn't want to play it. Whatever it was; this whole thing was just sick.

Satoru sighed in an almost satirical way. "Fine, be a party pooper. I'll still get to enjoy the look on your face when you learn the truth anyhow. Have you by any chance ever wondered just where your friend Jun goes when she's not with you, and not at work, in fact when she won't even so much as tell you what she's doing?"

Kazumi opened her mouth and then closed it. She had wondered on just that on so many occasions she couldn't count them all. The boy must have realized this for his grin widened, somehow becoming more and more unseemly by the second. She didn't realize what this had to do with her parents though. How was this all tied together?

"I also happen to know that a man by the name of Sakazawa has been sending you pictures of her, on what she does and who she's with on her 'new job', I believe that was how she described it to you right?"

"How do you know about that?" Kazumi was of course referring to the 'new job' comment since no one else had been around, but that wasn't the only thing. This boy knew things he shouldn't.

"If a magician tells you how his tricks work then it isn't magic anymore. Now where was I…oh yes, Jun Fudo; how could I forget such a beautiful young woman. And to think, she could have definitely been my type. Still, no use crying over spilt milk."

"What do you mean?" Kazumi was just full of questions by this point. The boy seemed to be trying to make a point, yet bounce around it without touching upon the core of the matter.

"I mean just that. But since you don't seem to get it I'll be more blunt; you see my kind on a daily basis. We can be anyone anywhere, now does it ring a bell?" Kazumi didn't answer. "In fact you live with one of us; the very one who is responsible for your parent's deaths." At first it didn't register what he was saying. Then Kazumi's eyes widened. "And speak of the devil, pun not intended, here she is now."

Kazumi turned and looked in the same direction Satoru was now and saw it. At first the object flying towards them wasn't at all clear, but as it drew nearer she was able to make it out. It was the same devil-like one she'd seen before. The same one at her house the night her parents were killed. 'No,' Kazumi mentally screamed as tears started to well up in her eyes. She could only say one thing though, one single word. "Jun."

* * *

 _ **AN: Well now, it seems that Kazumi finally knows Jun's biggest secret while Gwen, Kevin, Max, and Agent Six are now working together to free Rex's universe from Vilgax's rule. It looks like things are slowly coming to a head. I hope you all enjoyed this chapter and I'll see you at the next one.**_


	8. Chapter 8

"Kazumi!" Jun cried at the top of her lungs as she, Ben, and Rex all sped towards where the girl was lying. Jun's speed slowed only for a moment when she realized just who was standing next to her, but that moment was enough. Something crashed into her and she was bodily brought to the ground. She could feel claws scratching her arms and wings and quickly Jun threw off whatever it was and heard a thud a few feet away. When she turned she saw one of the ugliest beasts she'd yet seen. It was covered in black fur and had the face and ears of a bat. She could even see folds under its arms where wings would likely appear from.

"Jun!" Rex shouted as he went to help her, but was suddenly caught off guard as several of those humanoid crows the trio had faced earlier collided with the EVO. knocking Rex into the unforgiving ground.

"Hey! Get away from them!" Big Chill exclaimed as he used his freezing breath to encase the crow beasts in a solid blocks of ice while being careful not to freeze Rex, immediately freeing him from his captors.

"Hello you three, nice of you to join us." A very familiar and chilling voice called. The bat beast proceeded to maneuver itself between Jun and the pile of junk Kazumi and Satoru were situated on.

It took a few seconds for what he had said to register, but when she did Jun realized two things. First, Kazumi was awake and staring at her wide eyed and second, there was no was she could have missed what Satoru had said.

 _'Damn it to hell!'_ Jun screamed in her own mind. First Sakazawa's pictures and video and now this. Now Kazumi knew the whole truth. The only person truly close to her that had believed her human now knew… knew that she was a monster. "You bastard!" She rushed at the pile, but was stopped by the black furred beast. She only barely managed to escape being eviscerated by its talons.

As she met the beast tooth for claw Satoru looked down at Kazumi. Tears were now streaming down her face as she stared open mouthed at the fight. "So now you know," he said, repressing his glee to have one last bit of fun. "It's all that woman's fault you know. It's all her fault you're here. You should hate her for that, hate Jun Fudo."

"Don't listen to him!" Big Chill said coldly, "This little monster's trying to get in your head."

"I would hold my tongue if I were you, shapeshifter," Satoru glared," Unless you want this girl to lose _her's_."

While he didn't show it, inside Big Chill was gritting his teeth in contempt. Just who did this brat think he is?

"Ben! Look out!" Rex yelled as he saw a shadow looming above them.

Big Chill quickly turned intangible as Biowulf's claws swiped through him, "The master said that this Ben Tennyson would be strong. So far I am not impressed."

 _'The Pack?!' They're involved in this too?'_ Rex thought. This was bad, if the Pack was here then those _two_ couldn't be far behind, "Ben, hang on. I'll-"

"Well I'm still up for a fight!" the voice of Skalamander shouted as he leaped towards Rex.

"Back off!" Rex exclaimed before ensnaring the lizard EVO with his Blaster Caster and tossing him away like a ragdoll. Before Skalamander could hit the ground, a red portal opened up from underneath him and the another one suddenly opened up above Rex as Skalamander laughed manically before he tackled him.

"Rex!" Big Chill exclaimed.

"Enough. We need to end this now Breach," said Biowulf as Breach appeared right next to him.

"Relax Biowulf," Breach smiled, "You're always in a rush besides, I've meaning to _play_ with some new "toys."

Big Chill glared before tapping the Omnitrix dial, transforming into Swampfire as he charged towards the Pack.

* * *

In a sick sort of way it did make sense to Kazumi. Hell, everything made sense now. Why Jun had been so secretive, the people she was around, Sakazawa's concern and warnings…even the deaths of her parents. Everything had come together to form a horrible, yet inescapably clear tapestry.

Satoru's words had been spoken loudly enough so that they carried to Jun's ears. If anything her rage only increased and she clubbed down the devil beast in front of her with a closed fist, and then ran towards the pile. "You shut up!"

She didn't make it though. Searing pain irrupted from her back as Claes' claws pierced her back and dragged her away.

Kazumi blanched at the sight. Jun's blood was spilling from the horrendous wounds the beast's claws had caused, actually surprising herself. Why should she be so worried about the murderer of her parents? _'Because it's Jun!'_ One part of her mind told her, while the other part cried, _'you shouldn't._ _She's a monster, she killed your parents and who knows how many others.'_

Currently Kazumi was caught between these two sides, her mind shocked into almost a stupor by what she'd learned. Jun was a monster… it was horrible to know. In fact part of her wished she still didn't know; that she never knew.

Jun turned and lashed out at Claes, knocking him away from her again with a well placed punch. Then she leapt on him. She had to kill this beast quickly if she wanted to reach Satoru and Kazumi. Unfortunately she'd moved with a little too much gusto and the bat-like Devil Beast flipped her overhead to crash into a pile of junk.

As both Devil Beasts got to their feet to square off, Kazumi started to sob. Part of her felt betrayed. How could she not? Jun had been responsible for all of this. The woman had been everything she'd wanted to be in life. The opposite side of her mind was attempting to snap her out of it, shouting as loud as it could in her mind that Jun was getting hurt not sixty yards away.

This second clash didn't go the way of the first. The bat-like Devil Beast bit down on the area where Jun's neck met her shoulder and grabbed both of her wrists. Jun struggled for almost a full ten seconds before she realized her strength was fading rapidly dear God, the Devil Beast was actually draining her blood like an old horror movie vampire. Her struggles became weaker and weaker until finally Claes brought her to the ground.

"Hold Claes," Satoru called as he seized Kazumi and dragged her closer to the two beasts. "I want to have a word with the traitor before she dies." Claes let go of Jun's neck, but kept his hold on Fudo's hands. Satoru deposited the high school girl roughly on the ground when he finally reached his destination. "Jun, can you hear me?" He received a weak growl in response. "Good, I'm glad to see you're not completely gone yet. You know it didn't have to end like this, but you refused to see the truth. Now before you did there's something I want you to hear. Girl, I want you to tell me how you feel right now, about all of this, about your parents, and most of all how you feel about Jun Fudo." His victorious smirk told the world what he expected to hear.

Kazumi let out a strangled sob. She wasn't sure how she felt; both sides of her were still at war in her mind. She was at a loss. One thing she did know, one thing that was clear in her mind and kept repeating itself was the fact she wished she'd never known. Kazumi wished she was… back at Jun's apartment, still living with her. She blinked, tears still sliding down her face. Despite what she knew now she still wished she was living with Jun.

* * *

Swampfire created two fire whips in his arms and flung them towards Biowulf and Skalamander, striking them both in the chest knocking them back. While Rex did his best to hit Breach with his random debris that he shot out with his Slam Cannon. It was then that the two heroes noticed Jun's current predicament, causing them to grimace.

"That doesn't look good," Swampfire said, "We don't have time to mess around with these bozos."

"What's the matter?" Breach smirked, "Don't you want to play?"

"Nope," Rex said seriously, "Time to light 'em up!" Rex built his Funchucks as he slammed them both together to send an energy blast at all three members of the Pack and sending them flying to the other side of junkyard, finally knocking them out.

"Come on, she definitely needs back up!" Swampfire shouted as he and Rex ran to aid the two young women.

* * *

Kazumi shook her head to try and clear her eyes of tears well enough to see clearly and looked at the beast Jun had become. She indeed recognized it; she had since the moment it appeared. While in beast form Jun was much larger and a dozen times more muscular, yet she still had obvious feminine curves, body parts, and brown hair still lined her head. Her eyes were gold in this form and slightly glazed over; probably the last part was a side effect of what Claes had done to her. But the eyes… there were still the same, despite their color change, both soft and predatory at the same time. "Jun," she whispered softly under her breath. So Jun had been the devil monster she'd seen when her parents were killed.

Had Jun really killed them? She hadn't been the one holding her father's body, nor had she been the beast in the living room with her mother's. In fact Jun had burst through the window and knocked the rat devil beast away from her. "Jun," she spoke louder this time. "Did you really murder my parents?"

Weakly the beast that was Jun shook her head, but was stopped when Satoru kicked her across the face. "They're blood's on your hands. They died because you lived. Do you deny that they're death's were your fault?" Jun looked like this was paining her, but she shook her head. "I didn't hear you?" Satoru cupped a hand to his ear.

"It was my fault." Jun said in a pained voice. "I'm responsible for their deaths. I'm so sorry Kazumi, for everything."

Kazumi's brain reeled as she absorbed this, then she realized something and started to speak again. "Jun, I… did you kill them with your own hands?"

The beast shook her head. "No, but the reason they died was me. Its my fault you have no family."

"You were protecting me, weren't you?" Kazumi asked, trying her best not to let her courage fail. Both Jun's and Satoru's eyes widened and they stared at her. "I… I wish I'd never found out about any of this. I wish none of this had ever happened. I don't know what to think or what to feel. I just want… I just want…more than anything I just wish I could go back to living with you. I don't care what you are, or what you've done even though I know I should. I just want to… live with you. You're the only person I have left Jun. I don't know what to think of all this, but I still…I still love you!"

Kazumi had admired Jun for a long time, been her friend for almost as long and come to live with her of all people after her parents died. Even though Jun wasn't blood she considered her the only family she had left. She'd said she wanted them to be like sisters and Kazumi had meant it.

"Oh very touching. I'd hate to part you two at such a bittersweet moment, so I'll be sure that you two are sent to hell together very soon. Claes, if you will please finish off these traitors, then kill the girl."

Claes chuckled, his new form making it sound more like a growl, but trailed off when he looked down at his would be prey. Jun's eyes were glowing, her pupils had become almost slits and the air began to feel charged with static. Blue energy and electricity arched from Jun and into Claes as she screeched at the top of her lungs, hurting the ears off all three present. The moment Satoru had ordered Kazumi's death something had snapped. Claes tried to react, but found with the electricity using his body as a circuit he couldn't. In seconds, little was left of the once famous 'bogeyman' but a charred husk, which Jun almost carelessly rolled off of her.

Satoru's eyes nearly bugged out of his head and only a quick leap backward saved him from being snatched by the very angry devil beast. His moth wings unfolded from his back and in an instant he was in the air. Once safely out of reach he looked down on the feral woman who was glaring at him. Thankfully she hadn't tried to use her wings yet. "Powerful as always,' he said under his breathe and shook his head. "I'll let you live this time Jun, but we'll meet again." And with that he sped away, making sure to leave while the going was still good. But then suddenly he suddenly felt himself freezing in midair. The demon child looked to see the shapeshifter having transformed into some sort of brown rock creature who was holding out a hand covered in green energy.

"Oh no you don't," Gravattack said darkly, "You're not getting off that easily."

Before Satoru could do anything, he felt the gravity increase a hundred fold as he was smashed against the ground again and again and again. The leader of the Devil Beasts groaned in agony, he had never felt such overwhelming power before.

"Now, you're going to tell us exactly what you know about Vilgax or so help me-" Gravattack's tirade was cut off as a red portal opened up underneath Satoru, whisking him to safety.

"What?! No!" Gravattack yelled before turning to see the other members of the Pack having disappeared, "Damn it!"

"Ben!" Rex shouted, "I think we have other priorities at the moment." The two heroes turned to see Jun still in a more feral state.

Kazumi opened her mouth to say something when Jun turned on her, eyes still blood red with fury. "Jun?" She asked hesitantly. With her arms and feet bound she couldn't get away even if she wanted to. The beast stepped forward, putting them well within touching distance. Jun bent over the trembling girl, teeth unfurled, and sniffed loudly in Kazumi's face as though she were smelling her. Then she reached down and ripped away Kazumi's bonds and cradled her almost protectively. "What are you doing?"

Slowly the red light faded in Jun's eyes, her grip relaxed, and her eyes became their normal, for her beast form that is, gold color. "Kazumi, I'm so sorry." She said softly as tears formed on the edges of her eyes.

The high school girl, as could be expected, didn't quite understand everything that had just happened, but she understood enough and reached forward. With one hand she wiped away the beast woman's tears, then with both she wrapped Jun in a hug. "Please," she said in an almost childish voice, "Let's just go home."

"That sounds like a good idea."

Both Jun and Kazumi turned around to see a now non-transformed Ben and Rex walking up to them, "I think we all have a lot to talk about considering how some old 'friends' of ours are involved in this whole mess too."

"And the kind of threat your world now currently faces," Rex said in a serious tone.

Jun was surprised by their statements and Kazumi's reaction, but she too understood. They could talk later. There was a lot Jun would have to tell her and whether or not she could fully trust these two strangers, but now wasn't the time. Gently Jun picked the girl up, whom still kept both arms wrapped around her neck, shifted her so she'd be comfortable, unfurled her wings, and leapt into the air with Ben having turned into Jet Ray and Rex forming his Boogie Pack flying right behind them. Though she was weakened by the fight she had more than enough strength to get them back home, back to their home. It was odd, Jun thought, that thinking about it as 'their' home instead of 'her' home made her feel so much better about returning there.

* * *

 _ **AN: It's been a while since I updated, apologies for the wait. But since everyone else released new chapters of their Ben 10 stories I felt the need to do the same. The next chapter will have things diverge a bit from the anime, so stay tuned for that and I'll see you all next time.**_


End file.
